Common use of Equipment and Real Property Covenants Clause in Contracts

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effect; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one two (12) times in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except for the sale or other disposition of Equipment in accordance with the terms of this Agreement and except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property, except that no Borrower or Guarantor shall be liable for losses or claims directly resulting from acts of Agent or any Lender with respect to a parcel of Real Property while Agent or such Lender is the owner or operator of such parcel of Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one two (12) times in any twelve (12) month period, but at any time or times as Agent may reasonably request upon the occurrence and during the continuance of an Event of DefaultDefault or during a Compliance Period, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effect; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (cb) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any their insurance and in material conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (dc) the Equipment is and shall be used in the business operations of Borrowers and Guarantors and not for personal, family, household or farming use; (ed) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor Borrowers in the ordinary course of business; (fe) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (gf) each Borrower and Guarantor assumes all responsibility and liability arising from the its use of the Equipment and Real Property; (g) except as disclosed on Schedule 4.16, as of the Signing Date no Equipment is Excluded Equipment, and no Excluded Equipment is included in the Appraisal of Equipment described in Section 9.1(aa) hereof; and (h) hereafter Borrowers will notify Agent promptly, but in any event within ten (10) Business Days after, Borrowers acquire any Equipment that is Excluded Collateral subsequent to the Closing Date.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, The Borrowers and Guarantors shall, and shall cause their Subsidiaries to, cooperate with any appraiser retained by Agent in the conduct of appraises of the Eligible Real Property, such appraises (i) to be conducted at their expense, the Borrowers’ and Guarantors’ expense no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon at the occurrence and during the continuance of Agent’s expense unless an Event of Default, deliver or cause Default then exists in which case at the Borrowers’ and Guarantors’ expense and (ii) to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably (including, without limitation the FIRREA requirements) acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable operating condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in material conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business (or to return defective or non-conforming Equipment to the manufacturers or vendors thereof) or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and and/or Real Property: (a) upon Administrative and Collateral Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of after an Event of Default, Borrowers shall deliver or cause to be delivered to Administrative and Collateral Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Administrative and Collateral Agent and by an appraiser reasonably acceptable to Administrative and Collateral Agent, addressed to Administrative and Collateral Agent and Lenders and upon which Administrative and Collateral Agent is and Lenders are expressly permitted to rely; (b) Borrowers except where failure to do so could not reasonably be expected to cause a Material Adverse Change, each Borrower and Guarantors each Guarantor shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all commercially reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or such Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and each Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or 68 permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would (but not have a Material Adverse Effectincluding for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and Real Property(but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s requestrequest at any time that an Event of Default has occurred and is continuing, Borrowers and Guarantors shall, at their expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; provided, that, in no event shall Borrowers and Guarantors be liable for the expense of (i) any appraisal of Equipment pursuant to this Section 7.4 prior to the date on which the Equipment Availability Conditions have been satisfied or (ii) any appraisal of Real Property pursuant to this Section 7.4 prior to the date on which the Real Property Availability Conditions have been satisfied; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running order and marketable condition repair (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; and (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property; and (h) promptly upon Agent’s request, each Borrower shall furnish to Agent a list, in reasonable detail, of all Equipment owned by such Borrower.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, (b) one (1) additional time at any time that Global Excess Availability is less than the US Dollar Equivalent of $50,000,000, upon Agent’s request, (c) at Agent’s expense, one (1) further additional time, as Agent may request upon the occurrence in such twelve (12) month period, and during the continuance of an (d) at any time at Borrowers’ expense as Agent may request if a Default or Event of DefaultDefault shall exist or have occurred and be continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property Property, in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (be) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (cf) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (dg) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; provided, that, certain motor vehicles used primarily by employees for business purposes may from time to time be incidentally used for personal, family or household use, as permitted by the internal policies of the applicable Borrower or Guarantor if any; (eh) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; except, that, Borrowers and Guarantors may remove Equipment not constituting Eligible Equipment and having an aggregate value of not more than the US Dollar Equivalent of $250,000 to locations not otherwise permitted hereunder; provided, that, as the date of the renewal of any such Equipment and after giving effect thereto (fi) no Default or Event of Default shall exist or have occurred and be continuing and (ii) Global Excess Availability of Borrowers equals not less than twelve and one-half (12 1/2%) percent of the Maximum Credit, (iii) Canadian Excess Availability equals not less than twelve and one-half (12 1/2%) percent of the Canadian Loan Limit and (iv) US Excess Availability equals not less than twelve and one-half (12 1/2%) percent of the US Loan Limit; (i) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would (but not have a Material Adverse Effectincluding for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (gj) as between Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and or Real PropertyProperty (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

Equipment and Real Property Covenants. With respect to the Equipment and Real PropertyInventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors shall conduct a physical count of the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, but at any time or times as Agent may request at any time an Event of Default exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of Borrowers’ business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one three (13) times in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of at Agent’s expense, or at any time or times as Agent may request at Borrowers’ expense at any time an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment and/or the fee owned Real Property Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is and Lenders are expressly permitted to rely; (be) upon Agent’s request, Borrowers shall, at their expense, conduct through RGIS Inventory Specialists, Inc. or another inventory counting service acceptable to Agent, a physical count of the Inventory in form, scope and Guarantors methodology acceptable to Agent no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request at any time an Event of Default exists or has occurred and is continuing or at any time or times as Agent may request in the event of test count variances in excess of the shrinkage reserve established by any Borrower, the results of which shall keep be reported directly by such inventory counting service to Agent and Borrowers shall promptly deliver confirmation in a form satisfactory to Agent that appropriate adjustments have been made to the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted)inventory records of Borrowers to reconcile the inventory count to Borrowers’ inventory records; (cf) Borrowers each Borrower and Guarantors Guarantor shall use produce, use, store and maintain the Equipment Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where (including the failure to so use would not result in a Material Adverse Effectrequirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (dg) none of the Equipment is and shall be used in Inventory or other Collateral constitutes farm products or the business of Borrowers and Guarantors and not for personal, family, household or farming useproceeds thereof; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (gh) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use production, use, sale or other disposition of the Equipment Inventory; (i) Borrowers and Real PropertyGuarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory except for the right of return given to retail customers of such Borrower in the ordinary course of the business of such Borrower in accordance with the then current return policy of such Borrower; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Borrower Agent to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) At any time as Agent Agents may request upon the occurrence and during the continuance of if a Default or an Event of DefaultDefault shall exist or have occurred and be continuing, deliver or cause to be delivered to Agent Agents written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent Agents and by an appraiser reasonably acceptable to AgentAgents, addressed to Agent Agents and Lenders and upon which Agent is Agents and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; provided, that, certain motor vehicles used primarily by employees for business purposes may from time to time be incidentally used for personal, family or household use, as permitted by the internal policies of the applicable Borrower or Guarantor if any; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would property, other than any Mortgaged Property (but not have a Material Adverse Effectincluding for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Agents and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and Real PropertyProperty (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (cb) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (dc) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (ed) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business business, to sell or dispose of Equipment as permitted by Section 9.7(b)(ii) hereof or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (fe) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectas expressly permitted by this Agreement; and (gf) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of an Event of Default, shall deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property that is subject to a Mortgage, in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely, provided, that, (i) such appraisals shall be at the expense of Borrowers on or after a Cash Dominion Event and for so long as the same is continuing and otherwise at the expense of Agent and Lenders, and (ii) so long as no Event of Default shall exist or have occurred and be continuing, there shall be no more than one (1) appraisal in any twelve (12) month period at the expense of Borrowers; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted)) in accordance with current practices; (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except (i) for sales or other dispositions of Equipment permitted hereunder, (ii) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or business, (iii) to move Equipment directly from one location set forth or permitted herein to another such location and except (iv) for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and owned Real Property: (a) upon Agent’s 's request or Required Term Lenders' request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent or Required Term Lenders may request upon the occurrence and during the continuance existence of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property by an independent appraiser in form, scope and methodology reasonably each case acceptable to Agent and by applying an appraiser reasonably acceptable approach to Agentvaluation which is consistent to the approach used in the appraisals of Borrowers' Equipment and/or the owned Real Property prepared for Agent prior to the Original Closing Date, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (obsolescence and ordinary wear and tear and casualty and condemnation excepted); (c) to the extent included in the Borrowing Base, Borrowers and Guarantors shall use the Equipment and owned Real Property with all reasonable care and caution and in material compliance with applicable standards of any insurance and in material compliance with all applicable material laws; (d) Borrowers shall use all other Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity compliance with all applicable laws laws, except in each case where non-compliance could, individually or in the failure to so use would aggregate for all such non-compliance, not result in have a Material Adverse Effect; (de) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (ef) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (fg) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (gh) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's reasonable request, Borrowers and Guarantors shall, at their expense, no more than one once in any twelve (112) month period, but at any time or times as Agent may request upon on or after the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology substantially the same as in the appraisals delivered to Agent prior to the date hereof or otherwise reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, Agent shall not retain any appraiser without the prior written consent of Administrative Borrower Representative, which consent shall not be unreasonably withheld or 70 delayed; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running order and marketable condition repair (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment with a value in excess of $250,000 in the aggregate for all Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) as among Borrowers, Agent and Lender, each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) the Borrowers and Guarantors represent and warrant that the Equipment of Borrowers and Guarantors are located on Real Property owned by a Borrower or Guarantor which is subject to a Mortgage in favor of Agent and Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted hereinsuch locations, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one owned location set forth or permitted herein subject to a Mortgage to another such owned location subject to a Mortgage and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to relyrely (provided, that, any appraisal requested at such time as an Event of Default exists or has occurred and is continuing shall not be considered for purposes of the limitation on the number of appraisals provided for herein); (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted and casualty and condemnation exceptedexcept for worn-out or obsolete Equipment or Equipment no longer used or useful in the business of Borrower); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance in all material respects and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except that Borrowers may remove Equipment from the locations set forth or permitted herein: (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or (ii) to move Equipment directly from one location set forth or permitted herein to another such location and except for or (iii) to the movement of extent such Equipment are motor vehicles and trailers used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness or (iv) other Equipment so long as the aggregate amount of all of such Equipment at such other locations does not have a value in excess of $500,000; (f) the Equipment (other than Equipment that is a fixture) is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment (other than Equipment that is a fixture) to be or become a part of or affixed to real property except where other than Real Property owned by Borrowers and subject to a Mortgage (unless the failure to do so would not have Real Property has a Material Adverse Effectvalue of less than $100,000); and (gv) each Borrower and Guarantor assumes all neither Agent nor any Lender shall have any responsibility and or liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, The Borrowers and Guarantors shall, and shall cause their Subsidiaries to, cooperate with any appraiser retained by Working Capital Agent in the conduct of appraisals of the Eligible Real Property, such appraisals (i) to be conducted at their expense, the Borrowers’ and Guarantors’ expense no more than one (1) time in any twelve (12) month period, but at any time or times as Working Capital Agent may request upon at the occurrence and during the continuance of Working Capital Agent’s expense unless an Event of Default, deliver or cause Default then exists in which case at the Borrowers’ and Guarantors’ expense and (ii) to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably (including, without limitation the FIRREA requirements) acceptable to Agent and by an appraiser reasonably acceptable to AgentAgents, addressed to Agent Agents and upon which Agent is Agents are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable operating condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in material conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business (or to return defective or non-conforming Equipment to the manufacturers or vendors thereof) or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their its expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the a Borrower's business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its the business of a Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness and Borrowers shall not remove any Equipment currently located in the United States to any location outside of the United States except for the excess sewing equipment currently located at 314 Water Street, Washington, Georgia; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors sxxxx xxxxxx xxxxxxxx xxxxxxxx xxx Xxxrowers shall not permit any part of the Equipment to be or become a part of or affixed to real property except where so as to become a fixture or an accession to real property unless it is attached to the failure Real Property subject to do so would not have a Material Adverse Effectthe Mortgage; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one (1) at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure such that it becomes or may be deemed to do so would not have be a Material Adverse Effectfixture; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one two (12) times in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors each Borrower shall, at their its expense, no more than one (1) at any time or times as Agent may request upon the occurrence and or during the continuance existence of an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the a Borrower’s business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its the business of a Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness and Borrowers shall not remove any Equipment currently located in the United States to any location outside of the United States; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where so as to become a fixture or an accession to real property unless it is attached to the failure Real Property subject to do so would not have a Material Adverse Effectthe Mortgage; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except location, (ii) for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness and (iii) the sale or other disposition of Equipment permitted by Section 9.7(b)(ii); (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of an Event of Default, shall deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property that is subject to a Mortgage, in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely, provided, that, (i) such appraisals shall be at the expense of Borrowers on or after a Cash Dominion Event and for so long as the same is continuing and otherwise at the expense of Agent and Lenders, and (ii) so long as no Event of Default shall exist or have occurred and be continuing, there shall be no more than one (1) Equipment appraisal and one (1) Real Property appraisal in any twelve (12) month period at the expense of Borrowers; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted)) in accordance with current practices; (c) Borrowers and Guarantors shall use the Equipment with all reasonable care and caution and Real Property in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectaccordance with Section 8.7 hereof; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except (i) for sales or other dispositions of Equipment permitted hereunder, (ii) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or business, (iii) to move Equipment directly from one location set forth or permitted herein to another such location and except location, (iv) for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business, and (v) for Equipment in transit in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment equipment (other than equipment consisting of motor vehicles and cargo containers) and Real Property: (a) upon Agent’s or a Lender’s request, Borrowers and Guarantors Borrower shall, at their expense, no more than one two (12) times in any twelve (12) month period, but at any time or times as Agent or a Lender may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent and Lenders written appraisals as to the Equipment such equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and Lenders and by an appraiser reasonably acceptable to AgentAgent and Required Lenders, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors Borrower shall keep the Equipment such equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors Borrower shall use the Equipment such equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment such equipment is and shall be used in the business of Borrowers and Guarantors Borrower and not for personal, family, household or farming use; (e) Borrowers and Guarantors Borrower shall not remove any Equipment such equipment from the locations set forth or permitted herein, except (i) to the extent necessary to have any Equipment such equipment repaired or maintained in the ordinary course of its business or and (ii) to move Equipment any such equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of businesslocation; (f) the Equipment such equipment is now and shall remain personal property and Borrowers and Guarantors Borrower shall not permit any part of the Equipment such equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of such equipment and the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and owned Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance existence of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably by an independent appraiser acceptable to Agent and by applying an appraiser reasonably acceptable approach to Agentvaluation which is consistent to the approach used in the appraisals of Borrowers' Equipment and/or the owned Real Property prepared for Agent prior to the date hereof, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (obsolescence and ordinary wear and tear and casualty and condemnation excepted); (c) to the extent included in the Borrowing Base, Borrowers and Guarantors shall use the Equipment and owned Real Property with all reasonable care and caution and in material compliance with applicable standards of any insurance and in material compliance with all applicable material laws; (d) Borrowers shall use all other Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity compliance with all applicable laws laws, except in each case where non-compliance could, individually or in the failure to so use would aggregate for all such non-compliance, not result in have a Material Adverse Effect; (de) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (ef) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (fg) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (gh) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one once in any twelve (112) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to relyrely (provided, that, any appraisal requested at such time as an Event of Default exists or has occurred and is continuing shall not be considered for purposes of the limitation on the number of appraisals provided for herein); (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted and casualty and condemnation exceptedexcept for worn-out or obsolete Equipment or Equipment no longer used or useful in the business of any Borrower or Guarantor); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance in all material respects and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; and (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real PropertyProperty owned by any Borrower or Guarantor: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) expense at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property located in Ridgewood, New York in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers shall maintain the vehicles in accordance with the maintenance system utilized by Borrowers on the date hereof and Guarantors otherwise in a manner acceptable to Agent; each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property Property, in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would (but not have a Material Adverse Effectincluding for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and or Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors each Borrower shall, at their its expense, no more than one (1) at any time or times as Agent may request upon the occurrence and or during the continuance existence of an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the a Borrower’s business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its the business of a Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness and Borrowers shall not remove any Equipment currently located in the United States to any location outside of the United States except for (i) the textile equipment currently located at 1000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, and (ii) the cutting equipment currently located at 100 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where so as to become a fixture or an accession to real property unless it is attached to the failure Real Property subject to do so would not have a Material Adverse Effectthe Mortgage; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real PropertyProperty owned by any Borrower or Guarantor: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) expense at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers shall maintain the vehicles in accordance with the maintenance system utilized by Borrowers on the date hereof and Guarantors otherwise in a manner acceptable to Agent; each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s Lender's request, Borrowers and Guarantors shall, at their expense, no more than one once in any twelve (112) month period, but at any time or times as Agent Lender may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent Lender and by an appraiser reasonably acceptable to AgentLender, addressed to Agent Lender and upon which Agent Lender is expressly permitted to rely; (b) Borrowers and Guarantors each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors each Borrower shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors Borrowers' businesses and not for personal, family, household or farming use; (e) Borrowers and Guarantors each Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business the respective businesses of Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor Borrowers in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors each Borrower shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property. The covenants set forth in this Section with respect to Real Property apply only to the Real Property of Chemicals owned as the date hereof and property acquired by any Borrower or Guarantor after the date hereof, pursuant to Section 9.20 hereof.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one two (12) times in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except for the sale or other disposition of Equipment in accordance with the terms of this Agreement and except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property, except that no Borrower or Guarantor shall be liable for losses or claims directly resulting from acts of Agent or any Lender with respect to a parcel of Real Property while Agent or such Lender is the owner or operator of such parcel of Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one once in any twelve (112) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property at any time subject to a Mortgage in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except for the sale or other disposition of Equipment in accordance with the terms of this Agreement and except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent Agent, at Borrower’s sole cost and expense, written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors Borrower shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors Borrower and not for personal, family, household or farming use; (e) Borrowers and Guarantors Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors Borrower shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s reasonable request, Borrowers and Guarantors shall, at their expense, no more than one (1) at any time or times as Agent may reasonably request upon the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and owned Real Property: (a) upon Agent’s request or Term Loan Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent or Term Loan Agent may request upon the occurrence and during the continuance existence of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property by an independent appraiser in form, scope and methodology reasonably each case acceptable to Agent and by applying an appraiser reasonably acceptable approach to Agentvaluation which is consistent to the approach used in the appraisals of Borrowers’ Equipment and/or the owned Real Property prepared for Agent prior to the Original Closing Date, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (obsolescence and ordinary wear and tear and casualty and condemnation excepted); (c) to the extent included in the Borrowing Base, Borrowers and Guarantors shall use the Equipment and owned Real Property with all reasonable care and caution and in material compliance with applicable standards of any insurance and in material compliance with all applicable material laws; (d) Borrowers shall use all other Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity compliance with all applicable laws laws, except in each case where non-compliance could, individually or in the failure to so use would aggregate for all such non-compliance, not result in have a Material Adverse Effect; (de) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (ef) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (fg) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (gh) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's reasonable request, Borrowers and Guarantors shall, at their expense, no more than one once in any twelve (112) month period, but at any time or times as Agent may request upon on or after the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology substantially the same as in the appraisals delivered to Agent prior to the date hereof or otherwise reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, Agent shall not retain any appraiser without the prior written consent of Administrative Borrower Representative, which consent shall not be unreasonably withheld or delayed; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running order and marketable condition repair (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment with a value in excess of $250,000 in the aggregate for all Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) as among Borrowers, Agent and Lender, each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one two (12) times in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition in all material respects (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon AgentLender’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any consecutive twelve (12) month period (and two (2) times in the event that Excess Availability shall be less than $15,000,000 at any time), but at any time or times as Agent Lender may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent Lender and by an appraiser reasonably acceptable to AgentLender, addressed to Agent Lender and upon which Agent Lender is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness and except for Equipment permitted to be disposed of pursuant to Section 9.7(b)(ii) hereof; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: : (a) upon Agent’s request, Borrowers and Guarantors shalleach Borrower agrees, at their its own cost and expense, no more than one (1) time as Agent may request upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to keep the Equipment and/or the fee owned and Real Property in formas good and substantial repair and condition as the same is now or at the time the lien and security interest granted herein, scope or in any other Financing Agreement, shall attach thereto, reasonable wear and methodology reasonably acceptable to Agent tear excepted, making any and by an appraiser reasonably acceptable to Agent, addressed to Agent all repairs and upon which Agent is expressly permitted to rely; replacements when and where necessary; (b) Borrowers each Borrower agrees to safeguard, protect and Guarantors shall keep hold all Equipment and Real Property in accordance with the Equipment in good order, repair, running terms hereof and marketable condition (ordinary wear subject to the security interests granted to Agent under this Agreement and tear and casualty and condemnation excepted); the other Financing Agreements; (c) Borrowers and Guarantors shall use each Borrower agrees that the Equipment with all reasonable care will only be used by such Borrower in its business and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would will not result in a Material Adverse Effect; be held for sale or lease; (d) the Equipment is and no Borrower shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment having a fair market value of $20,000 for any item or $500,000 in the aggregate from the Collateral locations set forth referenced or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its the business of such Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (e) each Borrower agrees to safeguard, protect and hold all Equipment and Real Property in accordance with the terms hereof and subject to the security interests granted to Agent under this Agreement and the other Financing Agreements; and (f) the Equipment if an Event of Default has occurred and is now and shall remain personal property and Borrowers and Guarantors continuing, no Borrower may, except upon Agent's prior written consent, sell, exchange or otherwise dispose of any Equipment; provided, however, a Borrower shall not permit any part be barred from consummating an Equipment disposition for which it is legally obligated (pursuant to a written, binding contract under which such failure would be a material breach thereof) as of the Equipment to be or become a part date of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use such Event of the Equipment and Real PropertyDefault.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Baldwyn Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; provided, that, for the purposes of this Section 7.4, the form, scope and methodology of the most recent appraisal conducted and the most recent appraiser used by Borrowers, in each case, prior to the date hereof shall be deemed acceptable to Agent; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable operating condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in material conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) other than in connection with Permitted Dispositions, Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business (or to return defective or non-conforming Equipment to the manufacturers or vendors thereof) or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and owned Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance existence of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property by an independent appraiser in form, scope and methodology reasonably each case acceptable to Agent and by applying an appraiser reasonably acceptable approach to Agentvaluation which is consistent to the approach used in the appraisals of Borrowers’ Equipment and/or the owned Real Property prepared for Agent prior to the Original Closing Date, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (obsolescence and ordinary wear and tear and casualty and condemnation excepted); (c) to the extent included in the Borrowing Base, Borrowers and Guarantors shall use the Equipment and owned Real Property with all reasonable care and caution and in material compliance with applicable standards of any insurance and in material compliance with all applicable material laws; (d) Borrowers shall use all other Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity compliance with all applicable laws laws, except in each case where non-compliance could, individually or in the failure to so use would aggregate for all such non-compliance, not result in have a Material Adverse Effect; (de) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (ef) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (fg) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (gh) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to relyrely (provided, that, any appraisal requested at such time as an Event of Default exists or has occurred and is continuing shall not be considered for purposes of the limitation on the number of appraisals provided for herein); (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted and casualty and condemnation exceptedexcept for worn-out or obsolete Equipment or Equipment no longer used or useful in the business of Borrower); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance in all material respects and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except that Borrowers may remove Equipment from the locations set forth or permitted herein: (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or (ii) to move Equipment directly from one location set forth or permitted herein to another such location and except for or (iii) to the movement of extent such Equipment are motor vehicles and trailers used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness or (iv) other Equipment so long as the aggregate amount of all of such Equipment at such other locations does not have a value in excess of $25,000; (f) the Equipment (other than Equipment that is a fixture) is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment (other than Equipment that is a fixture) to be or become a part of or affixed to real property except where other than Real Property owned by Borrowers and subject to a Mortgage (unless the failure to do so would not have Real Property has a Material Adverse Effectvalue of less than $100,000); and (gv) each Borrower and Guarantor assumes all neither Agent nor any Lender shall have any responsibility and or liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one once in any twelve (112) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property at any time subject to a Mortgage in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except for the sale or other disposition of Equipment in accordance with the terms of this Agreement and except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s Lender's request, Borrowers and Guarantors shall, at their Lender's expense, no more than one (1) at any time or times as Agent Lender may request upon the occurrence on or before an Event of Default and during the continuance of at Borrowers' expense on and after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Equipment and/or and the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent Lender and by an appraiser reasonably acceptable to AgentLender, addressed to Agent Lender and upon which Agent Lender is expressly permitted to rely; (b) in the event that the aggregate amount of the Excess Availability of Borrowers (calculated for this purpose without regard to the Maximum Credit) for any five (5) consecutive day period shall be less than $5,000,000, or at any time on or after an Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default, promptly upon Lender's request, (i) Borrowers shall deliver to, or cause to be delivered, to Lender updated, current environmental audits of Borrowers' plants and Guarantors the Real Property conducted by an independent environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Lender, confirming (A) Borrowers are in compliance with all material applicable Environmental Laws and (B) the absence of any material environmental problems, (ii) Borrowers shall deliver, or cause to be delivered to, Lender, in form and substance satisfactory to Lender, a valid and effective title insurance policy issued by a company and agent acceptable to Lender (A) insuring the priority, amount and sufficiency of the Mortgages, (B) insuring against matters that would be disclosed by surveys, (iii) containing any legally available endorsements, assurances or affirmative coverage reasonably requested by Lender for protection of its interests, (iv) Borrowers shall deliver, or cause to be delivered to Lender, current ALTA certified surveys with respect to the Real Property of Borrowers by acceptable registered land surveyors certified by such surveyor to Lender and the title insurance company indicating length and bearing of exterior boundary lines, measurements of the distance between buildings and boundary lines, locations of fences, drives, utility and other easements, encroachments, any existing buildings, ingress and egress, and such other items as Lender requires and with a legal description, and (v) within ten (10) days after the date of delivery of such surveys, if the surveys would require a change in the property description attached to any of the Mortgages and/or the fixture filings with respect to the Real Property of Borrowers, Borrowers shall execute and deliver to Lender amendments to the appropriate Mortgages and/or fixture filings and all necessary title insurance policy endorsement(s) which would be required to reflect such changes in property description, each in form and substance satisfactory to Lender; (c) each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (cd) Borrowers and Guarantors each Borrower shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (de) the Equipment is and shall be used in the business of Borrowers and Guarantors Borrowers' businesses and not for personal, family, household or farming use; (ef) Borrowers and Guarantors each Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its the business of such Borrower or to move Equipment directly from one location of a Borrower set forth or permitted herein to another such location of such or the other Borrower (so long as a financing statement between Lender, as secured party, and such other Borrower, as debtor, covering such Equipment has previously been recorded in the appropriate governmental offices of the jurisdiction of such location) and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.and

Equipment and Real Property Covenants. With respect to Real Property ------------------------------------- subject to the Equipment and Real Property: (a) Mortgages, upon Agent’s 's request, Borrowers and Guarantors shall, at their expense, no more than one once in any twelve (112) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment and/or the fee owned Real Property subject to the Mortgages, in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly and Lenders are permitted to rely; . With respect to the Equipment and Real Property: (ba) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (cb) Borrowers and Guarantors Obligors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in material conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (ec) Borrowers and Guarantors Obligors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment replaced, repaired or maintained in the ordinary course of its the business of Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles or other portable Equipment used by or for the benefit of such Borrower or Guarantor Borrowers and Obligors in the ordinary course of business; (f) the Equipment is now business and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be except for sales, dispositions or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectother transactions permitted under this Agreement; and (gd) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s 's request, Borrowers and Guarantors Borrower shall, at their its expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to relyrely (PROVIDED, THAT, any appraisal requested at such time as an Event of Default exists or has occurred and is continuing shall not be considered for purposes of the limitation on the number of appraisals provided for herein); (b) Borrowers and Guarantors Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted and casualty and condemnation exceptedexcept for worn-out or obsolete Equipment or Equipment no longer used or useful in the business of Borrower); (c) Borrowers and Guarantors Borrower shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance in all material respects and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors Borrower and not for personal, family, household or farming use; (e) Borrowers and Guarantors Borrower shall not remove any Equipment from the locations set forth or permitted herein, except that Borrower may remove Equipment from the locations set forth or permitted herein: (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or (ii) to move Equipment directly from one location set forth or permitted herein to another such location and except for or (iii) to the movement of extent such Equipment are motor vehicles and trailers used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness or (iv) other Equipment so long as the aggregate amount of all of such Equipment at such other locations does not have a value in excess of $25,000; (f) the Equipment (other than Equipment that is a fixture) is now and shall remain personal property and Borrowers and Guarantors Borrower shall not permit any part of the Equipment (other than Equipment that is a fixture) to be or become a part of or affixed to real property except where other than Real Property owned by Borrower and subject to a Mortgage (unless the failure to do so would not have Real Property has a Material Adverse Effectvalue of less than $100,000); and (gv) each Borrower and Guarantor assumes all neither Agent nor any Lender shall have any responsibility and or liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors each Borrower shall, at their its expense, no more than one (1) at any time or times as Agent may request upon the occurrence and or during the continuance existence of an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the a Borrower's business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its the business of a Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness and Borrowers shall not remove any Equipment currently located in the United States to any location outside of the United States except for (i) the textile equipment currently located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, and (ii) the cutting equipment currently located at 000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where so as to become a fixture or an accession to real property unless it is attached to the failure Real Property subject to do so would not have a Material Adverse Effectthe Mortgage; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real PropertyInventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors shall conduct a physical count of the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, but at any time or times as Agent may request at any time an Event of Default exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of Borrowers’ business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one three (13) times in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of at Agent’s expense, or at any time or times as Agent may request at Borrowers’ expense at any time an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written reports or appraisals as to the Equipment and/or the fee owned Real Property Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is and Lenders are expressly permitted to rely; (be) upon Agent’s request, Borrowers shall, at their expense, conduct through RGIS Inventory Specialists, Inc. or another inventory counting service acceptable to Agent, a physical count of the Inventory in form, scope and Guarantors methodology acceptable to Agent no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request at any time an Event of Default exists or has occurred and is continuing or at any time or times as Agent may request in the event of test count variances in excess of the shrinkage reserve established by any Borrower, the results of which shall keep be reported directly by such inventory counting service to Agent and Borrowers shall promptly deliver confirmation in a form satisfactory to Agent that appropriate adjustments have been made to the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted)inventory records of Borrowers to reconcile the inventory count to Borrowers’ inventory records; (cf) Borrowers each Borrower and Guarantors Guarantor shall use produce, use, store and maintain the Equipment Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where (including the failure to so use would not result in a Material Adverse Effectrequirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (dg) none of the Equipment is and shall be used in Inventory or other Collateral constitutes farm products or the business of Borrowers and Guarantors and not for personal, family, household or farming useproceeds thereof; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effect; and (gh) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use production, use, sale or other disposition of the Equipment Inventory; (i) Borrowers and Real PropertyGuarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory except for the right of return given to retail customers of such Borrower in the ordinary course of the business of such Borrower in accordance with the then current return policy of such Borrower; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Borrower Agent to Agent pursuant to Section 7.1 (a) hereof, acquire or accept any Inventory on consignment or approval.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s ' s request, Borrowers and Guarantors Guarantor shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors Guarantor shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors Guarantor shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors Guarantor and not for personal, family, household or farming use; (e) Borrowers and Guarantors Guarantor shall not remove any Equipment from the locations set forth or permitted herein, except (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or business, (ii) to move Equipment directly from one location set forth or permitted herein to another such location location, (iii) to move Equipment to locations outside the United States, provided, that, the aggregate book value of all Equipment so moved shall not exceed $250,000 and except for any such Equipment shall not be necessary or material to the operations of any Borrower or Guarantor or (iv) the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors Guarantor shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors Borrower shall, at their its expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to relyrely (PROVIDED, THAT, any appraisal requested at such time as an Event of Default exists or has occurred and is continuing shall not be considered for purposes of the limitation on the number of appraisals provided for herein); (b) Borrowers and Guarantors Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted and casualty and condemnation exceptedexcept for worn-out or obsolete Equipment or Equipment no longer used or useful in the business of Borrower); (c) Borrowers and Guarantors Borrower shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance in all material respects and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors Borrower and not for personal, family, household or farming use; (e) Borrowers and Guarantors Borrower shall not remove any Equipment from the locations set forth or permitted herein, except that Borrower may remove Equipment from the locations set forth or permitted herein: (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or (ii) to move Equipment directly from one location set forth or permitted herein to another such location and except for or (iii) to the movement of extent such Equipment are motor vehicles and trailers used by or for the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness or (iv) other Equipment so long as the aggregate amount of all of such Equipment at such other locations does not have a value in excess of $25,000; (f) the Equipment (other than Equipment that is a fixture) is now and shall remain personal property and Borrowers and Guarantors Borrower shall not permit any part of the Equipment (other than Equipment that is a fixture) to be or become a part of or affixed to real property except where other than Real Property owned by Borrower and subject to a Mortgage (unless the failure to do so would not have Real Property has a Material Adverse Effectvalue of less than $100,000); and (gv) each Borrower and Guarantor assumes all neither Agent nor any Lender shall have any responsibility and or liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Administrative Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to fifty (50%) percent of the Borrowing Base, but at any time or times as Administrative Agent may request upon the occurrence and during the continuance of on or after an Event of DefaultDefault or at Administrative Agent’s own expense, deliver or cause to be delivered to Administrative Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser reasonably acceptable to Administrative Agent, addressed to Administrative Agent and upon which Administrative Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectall material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would (but not have a Material Adverse Effectincluding for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Administrative Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and Real Property(but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s (acting at the direction of the Required Lenders) reasonable request, Borrowers and Guarantors shall, at their expense, no more than one (1) at any time or times as Agent (acting at the direction of the Required Lenders) may reasonably request upon the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent the Required Lenders and by an appraiser reasonably acceptable to Agentthe Required Lenders, addressed to Agent and Lenders and upon which Agent is and Lenders are expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: : (a) upon Agent’s 's request, at any time on or after Administrative Borrower has requested that the Fixed Asset Availability be included in the calculation of the Borrowing Base, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request upon the occurrence and during the continuance of at any time on or after an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals (or updates of appraisals) as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; rely (and any appraisals pursuant to this Section 7.4 shall be in addition to the appraisal required under Section 4.3 hereof as to any Fixed Asset Collateral); (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); ; (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws except where the failure to so use would not result in a Material Adverse Effect; laws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; ; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except except: (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or business, (ii) to move Equipment directly from one location set forth or permitted herein to another such location and except location, (iii) for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; , (iv) Borrowers and Guarantors may move any of the Moveable Assets to a jurisdiction outside the United States of America after prior written notice to Agent specifying in reasonable detail satisfactory to Agent the Equipment to be so moved, the location to which it is being moved, and when it is being moved, provided, that, (A) such movement thereof is permitted under the Term Loan Agreement and is otherwise permitted under any other agreement to which any Borrower or Guarantor is a party or by which it or its assets are bound, and (B) Agent shall not take any action to perfect its security interest in the Equipment so moved under the laws of the jurisdiction outside the United States of America to which it is moved, so long as neither Term Loan Agent or any Term Loan Lender shall do so or attempt to do so, (v) Borrowers and Guarantors may move any of the Excess Equipment to a jurisdiction outside the United States of America or Canada, provided, that, each of the following conditions is satisfied as determined by Agent in good faith: (A) Agent shall have received not less than ten (10) Business Days' prior written notice of the intention of any Borrower or Guarantor to so move any of the Excess Equipment, which notice shall specify in reasonable detail satisfactory to Agent the Equipment to be so moved, the location to which it is being moved and when it is being moved, (B) in the event that the Excess Equipment is so moved at any time that the Fixed Asset Availability is not included in the calculation of the Borrowing Base, as of the date of the movement of any such Excess Equipment and after giving effect thereto, (1) the aggregate amount of the net book value of all such Excess Equipment so moved, together with the aggregate amount of the net book value of all such Excess Equipment sold or otherwise disposed of pursuant to Section 9.7(b)(v) hereof, shall not exceed $15,000,000 and (2) the Excess Availability shall be not less than $15,000,000, (C) in the event that the Excess Equipment is so moved at any time that the Fixed Asset Availability is included in the calculation of the Borrowing Base, as of the date of the movement of any such Excess Equipment and after giving effect thereto (including any reduction in the Borrowing Base as a result of such movement as provided herein), (1) if the forced liquidation value of all of the Eligible Equipment (net of liquidation expenses) as set forth in the appraisal thereof received by Agent pursuant to Section 4.3(d) hereof as a condition precedent to the Fixed Asset Availability being included in the calculation of the Borrowing Base is less than or equal to $25,000,000, the Fixed Asset Availability shall be reduced by seventy-five (75%) percent of the forced liquidation value of the Equipment so sold or otherwise disposed of as set forth in the most recent appraisal with respect thereto received by Agent prior to the date of the sale or other disposition of such Equipment, and if the forced liquidation value of all of the Eligible Equipment (net of liquidation expenses) as set forth in the appraisal thereof received by Agent pursuant to Section 4.3(d) hereof as a condition precedent to the Fixed Asset Availability being included in the calculation of the Borrowing Base is greater than $25,000,000, the Fixed Asset Availability shall be reduced by fifty (50%) percent of the forced liquidation value of the Equipment so sold or otherwise disposed of as set forth in the most recent appraisal with respect thereto received by Agent prior to the date of the sale or other disposition of such Equipment, (2) the aggregate amount of the forced liquidation value of all such Excess Equipment so moved, together with the aggregate amount of the forced liquidation value of all such Excess Equipment sold or otherwise disposed of pursuant to Section 9.7(b)(v) hereof, in each case as set forth in the most recent appraisal with respect thereto received by Agent, shall not exceed $10,000,000 and (3) the Excess Availability shall not be less than $15,000,000, (D) as of the date of the movement of any such Excess Equipment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (E) such movement thereof is permitted under the Term Loan Agreement and is otherwise permitted under any other agreement to which any Borrower or Guarantor is a party or by which it or its assets are bound, and (F) Agent shall not take any action to perfect its security interest in the Excess Equipment so moved under the laws of the jurisdiction outside the United States of America to which it is moved, so long as neither Term Loan Agent or any Term Loan Lender shall do so or attempt to do so and no Event of Default shall exist or have occurred and be continuing, (vi) in no event shall Borrowers or Guarantors move any Equipment constituting Fixed Asset Collateral at any time located on any Real Property constituting Fixed Asset Collateral to any Term Loan Priority Collateral consisting of Real Property; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) upon AgentLender’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent Lender may request upon the occurrence and during the continuance of on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Equipment and/or the fee owned Real Property in form, scope and methodology reasonably acceptable to Agent Lender and by an appraiser reasonably acceptable to AgentLender, addressed to Agent Lender and upon which Agent Lender is expressly permitted to rely; (b) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear and casualty and condemnation excepted); (c) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws except where the failure to so use would not result in a Material Adverse Effectlaws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any part of the Equipment to be or become a part of or affixed to real property except where the failure to do so would not have a Material Adverse Effectproperty; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.