Common use of Inventory and Equipment Clause in Contracts

Inventory and Equipment. (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain any Equipment or Inventory at a location other than the location set forth in Section 12 of this Agreement. (ii) Grantor shall maintain the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer the Collateral (other than the disposition of Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateral.

Inventory and Equipment. (i) Grantor shall not store its Store, or cause or permit any Subsidiary to store, any Inventory or the Equipment with an aggregate book value Equipment, valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000) 150,000), with a bailee, warehouseman, or other similar third party unless (a) Borrower shall promptly thereafter give Bank written notice thereof identifying the names and addresses of such third parties and briefly describing the Inventory or Equipment in the possession of such third parties; and (b) the third party has been notified of Bank’s security interest and BankBank (i) shall have received a duly executed Collateral Access Agreement, (a) has received including an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit benefit, or (bii) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor Borrower shall not store keep, and shall cause each of its Subsidiaries to keep, its Inventory and Equipment, valued, individually or maintain any Equipment or Inventory in the aggregate, in excess of One Hundred Fifty Thousand Dollars ($150,000), only at a location other than the location locations set forth in the Schedule delivered by Borrower to Bank prior to the Closing Date, and at such other locations of which Borrower gives Bank prior written notice as required under Section 12 of this 7.2 and as to which Bank files Security Instruments where needed to perfect its security interests and liens in such Inventory and Equipment and as to which (x) Bank has received a Collateral Access Agreement. , and (iiy) Grantor shall Borrower has taken such actions as Bank reasonably requests to perfect and maintain the Collateral in good perfection and saleable condition, repair it (if necessary) and otherwise deal with priority of Bank’s Lien on the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer the Collateral (other than the disposition of Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateral.

Inventory and Equipment. (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession Except as expressly permitted by Section 5.13 of the warehouse receiptCredit Agreement, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements it shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain move any Equipment or Inventory at a location (other than Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, and Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 (in the aggregate for all Loan Parties) to any location, other than any location set forth that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent not less than 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) to the extent applicable with respect to such new location, such Pledgor shall have complied with Section 12 3.4(g); provided that notwithstanding the foregoing, in no event shall Equipment or Inventory be moved to any location outside of this the continental United States except in connection with an Asset Sale expressly permitted by the Credit Agreement. (iib) Grantor With respect to any Inventory scheduled or listed on the most recent Collateral Report, except as disclosed therein: (i) no Inventory (other than Inventory in transit) is now, or shall maintain at any time or times hereafter be stored at any other location not set forth in the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only Perfection Certificate except as permitted by insurance policiesSection 4.5(a) above or Section 5.13 of the Credit Agreement, (ii) the Pledgors have good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, and permit Bank except for other Liens permitted to inspect attach to Inventory under Section 6.02 of the Credit Agreement, (iii) with respect to Inventory included in any Borrowing Base Certificate, such Inventory is Eligible Inventory, (iv) such Inventory is not subject to any Intellectual Property Licenses with any third parties that would, upon sale or other disposition of such Inventory by the Collateral Agent in accordance with the terms hereof, infringe or otherwise violate the Intellectual Property of such third-party licensor, violate any Contracts with such third-party licensor, or cause the Collateral Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current Intellectual Property Licenses related thereto, (v) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (vi) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent upon reasonable prior notice, from time to time the occurrence and during Grantor’s usual business hours but no more than once a year (unless an the continuance of any Event of Default has occurred and is continuing). (iii) Grantor shall not sell, require the consent of any person and shall not constitute a breach or default under any contract or agreement to sell, lease, encumber which any Pledgor is a party or transfer the Collateral (other than the disposition of to which such Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateralis subject.

Inventory and Equipment. (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession Except as expressly permitted by Section 5.13 of the warehouse receiptCredit Agreement, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements it shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain move any Equipment or Inventory at a location to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent not less than 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location set forth and providing such other information in connection therewith as the Collateral Agent may request and (ii) to the extent applicable with respect to such new location, such Pledgor shall have complied with Section 12 3.4(g); provided that notwithstanding the foregoing, in no event shall Equipment or Inventory be moved to any location outside of this the continental United States except in connection with an Asset Sale expressly permitted by the Credit Agreement. (iib) Grantor With respect to any Inventory scheduled or listed on the most recent Collateral Report, except as disclosed therein: (i) no Inventory (other than Inventory in transit) is now, or shall maintain at any time or times hereafter be stored at any other location not set forth in the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only Perfection Certificate except as permitted by insurance policiesSection 4.5(a) above or Section 5.13 of the Credit Agreement, (ii) the Pledgors have good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, and permit Bank except for other Liens permitted to inspect attach to Inventory under Section 6.02 of the Credit Agreement, (iii) with respect to Inventory included in any Borrowing Base Certificate, such Inventory is Eligible Inventory, (iv) such Inventory is not subject to any Intellectual Property Licenses with any third parties that would, upon sale or other disposition of such Inventory by the Collateral Agent in accordance with the terms hereof, infringe or otherwise violate the Intellectual Property of such third-party licensor, violate any Contracts with such third-party licensor, or cause the Collateral Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current Intellectual Property Licenses related thereto, (v) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (vi) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent upon reasonable prior notice, from time to time the occurrence and during Grantor’s usual business hours but no more than once a year (unless an the continuance of any Event of Default has occurred and is continuing). (iii) Grantor shall not sell, require the consent of any person and shall not constitute a breach or default under any contract or agreement to sell, lease, encumber which any Pledgor is a party or transfer the Collateral (other than the disposition of to which such Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateralis subject.

Inventory and Equipment. (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain any Equipment or Inventory at a location other than the location set forth in Section 12 13 of this Agreement. (ii) Grantor shall maintain the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer the Collateral (other than the disposition of Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateral.

Inventory and Equipment. (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession Except as expressly permitted by Section 5.13 of the warehouse receiptCredit Agreement, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements it shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain move any Equipment or Inventory at a location (other than Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, and Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 (in the aggregate for all Loan Parties) located at locations not identified on the relevant Schedules to the Perfection Certificate) to any location, other than any location set forth that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent not less than 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) to the extent applicable with respect to such new location, such Pledgor shall have complied with Section 12 3.4(g); provided that notwithstanding the foregoing, in no event shall Equipment or Inventory be moved to any location outside of this the continental United States except in connection with an Asset Sale expressly permitted by the Credit Agreement. (iib) Grantor With respect to any Inventory scheduled or listed on the most recent Collateral Report, except as disclosed therein: (i) no Inventory (other than Inventory in transit) is now, or shall maintain at any time or times hereafter be stored at any other location not set forth in the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only Perfection Certificate except as permitted by insurance policiesSection 4.5(a), (ii) the Pledgors have good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, and permit Bank except for other Liens permitted under Section 6.02 of the Credit Agreement, (iii) such Inventory is not subject to inspect any Intellectual Property Licenses with any third parties that would, upon sale or other disposition of such Inventory by the Collateral Agent in accordance with the terms hereof, infringe or otherwise violate the Intellectual Property of such third-party licensor, violate any Contracts with such third-party licensor, or cause the Collateral Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current Intellectual Property Licenses related thereto, (iv) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (v) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent upon reasonable prior notice, from time to time the occurrence and during Grantor’s usual business hours but no more than once a year (unless an the continuance of any Event of Default has occurred and is continuing). (iii) Grantor shall not sell, require the consent of any person and shall not constitute a breach or default under any contract or agreement to sell, lease, encumber which any Pledgor is a party or transfer the Collateral (other than the disposition of to which such Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateralis subject.

Inventory and Equipment. (i1) Grantor The Borrower shall not store at its own cost and expense maintain, keep and preserve its Inventory in good and merchantable condition except for damaged, defective or obsolete Inventory arising in the Equipment with ordinary course of business. (2) The Borrower may, until otherwise notified by the Bank after the occurrence of an aggregate book value Event of Default which is continuing, use, consume and sell its Inventory in excess the ordinary course of Two Hundred Fifty Thousand Dollars ($250,000) with business, but a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold sale in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store under any circumstance include any transfer or maintain any Equipment sale in satisfaction, partial or Inventory at complete, of a location other than debt owing by the location set forth in Section 12 of this AgreementBorrower. (ii3) Grantor shall maintain The Borrower may, until otherwise notified by the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with Bank after the Collateral in all such ways as are considered good practice by owners occurrence of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless Default or an Event of Default has occurred and which is continuing), sell obsolete, worn out or unusable Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to that sold and owned by the Borrower free of any Lien other than Permitted Liens. (iii4) Grantor shall not sell, contract As of the time any Inventory or Equipment becomes subject to sell, lease, encumber or transfer the Liens provided pursuant to the Collateral (other than Documents and at all times thereafter, the disposition Borrower shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Borrower set forth in this Agreement are true and complete with respect to such Inventory and Equipment, that all of such Inventory and Equipment is located at a location set forth pursuant to Section 8.18 hereof and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition except for damaged, defective or obsolete Inventory or Equipment arising in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in fullbusiness. Grantor acknowledges The Borrower warrants and agrees that no Inventory is or will be consigned to any other person without the Bank’s prior written consent. (5) Except for Equipment from time to time located at the Permitted Collateral Locations or as otherwise agreed to by the Bank has in writing, none of the Equipment is or will be incorporated or attached to an immovable in such a security interest in manner as to lose its individuality and ensure the proceeds utility of the immovable to which it becomes incorporated or attached. (6) If any Inventory is at any time evidenced by a document of title, such Collateraldocument shall be promptly delivered by the Borrower to the Bank, except to the extent the Bank specifically requests the Borrower not to do so with respect to any such document.

Inventory and Equipment. (i) Such Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest exclusive possession and Bank, (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession control of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to other than Equipment and Inventory out for repair, in transit, on consignment or in the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold possession of lessees in the ordinary course of business and movable items business, or stored at any leased premises or warehouse or with any bailee. With respect to any of personal property its Inventory, (a) such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain any Equipment or Inventory at a location (other than the location Inventory in transit) is located at one of such Grantor's locations set forth on Schedule A, (b) no Inventory (other than Inventory in Section 12 of this Agreement. (iitransit) Grantor is now, or shall maintain the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only at any time or times hereafter be stored at any other location except as permitted by insurance policiesSection 4.1(g), (c) such Grantor has good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for Liens permitted under 7.01 of the Credit Agreement, (d) such Inventory is of good and merchantable quality, for its intended use, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and permit Bank to inspect all rules, regulations and orders thereunder and (g) the completion of manufacture, sale or other disposition of such Inventory by the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless Agent following an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer require the Collateral consent of any Person (other than waivers or consents of landlords and bailees to the disposition of extent necessary to provide the Collateral Agent with access to the premises where such Inventory in the ordinary course of Grantor’s business is located) and other assets shall not constitute a breach or default under any contract or agreement to which are obsolete such Grantor is a party or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of to which such Collateralproperty is subject.

Inventory and Equipment. (a) Schedule 5 sets forth, as of the date hereof, each jurisdiction where such Grantor owns or leases property or in which the conduct of its business requires it to be qualified and in good standing as a foreign corporation, except such jurisdictions where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect. Such Grantor has exclusive possession and control of its Equipment and Inventory other than (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Banktransit, (aii) has received an acknowledgment from Inventory in the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receiptPersons for purposes of processing such Inventory, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writingGrantor's business, Grantor shall not store or maintain any Equipment or Inventory at a location other than the location set forth in Section 12 of this Agreement. (ii) Grantor shall maintain the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber Equipment in the possession of Persons for purposes of being repaired or transfer the Collateral (other than the disposition of Inventory maintained in the ordinary course of such Grantor’s business and other assets 's business, (iv) Inventory stored at any leased premises or warehouse for which are obsolete a landlord's or otherwise considered surpluswarehouseman's agreement, in connection form and substance reasonably satisfactory to the Administrative Agent, is in effect; provided that the Grantors may store Inventory at the leased premises or warehouse of any landlord or warehouseman without a landlord's or warehouseman's agreement to the extent that a landlord's or warehouseman's agreement is not obtained from such landlord or warehouseman after the exercise by such Grantor of commercially reasonable efforts, and (v) such other Inventory that does not satisfy the criteria set forth in clauses (i), (ii) and (iii) above with Permitted Liens and in connection with Permitted Transfersan aggregate value not to exceed $100,000. With respect to clause (iv) until of the Secured Obligations have been paid or performed in full. Grantor preceding sentence, the Administrative Agent acknowledges and agrees that Bank (x) the Grantors have used commercially reasonable efforts to obtain a warehouseman's agreement from National Distribution Centers ("NDC"), the warehouseman of the facility located at 0000 X. Xxxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx, and, despite such efforts, have been unable to obtain a warehouseman's agreement from NDC, and (y) the Grantors have no further obligation to seek a warehouseman's agreement from NDC or its successors for the Whitestown, Indiana Facility. (b) The Inventory that has a security interest been produced or distributed by such Grantor has been produced in compliance in all material respects with all requirements of applicable law, including, without limitation, the proceeds of such CollateralFair Labor Standards Act.

Inventory and Equipment. (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, (a) has received an acknowledgment from Except as permitted by the third party that it is holding or will hold Credit Agreement, the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements Grantors shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain move any Equipment or Inventory (other than Equipment or Inventory in transit from a supplier or vendor to a permitted location, between permitted locations, in transit to a customer, out for repair or refurbishment, or in the possession of an employee for bona fide business purposes, or having Dollar Equivalent fair market value not in excess of $500,000 (in the aggregate for all Grantors) located at locations not identified on the relevant Schedules to the Perfection Certificate) to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent at least 5 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request and (ii) to the extent applicable with respect to such new location, such Grantor shall have complied with Section 3.05(g); provided, that if a casualty occurs at a location at which a Grantor maintains Equipment or Inventory, such Grantor shall not be required to give the Collateral Agent prior notice as required by clause (i) above prior to moving the Collateral maintained at such location, but shall be required to provide notice to the Collateral Agent promptly after moving such Collateral, clearly describing the new location and providing such other information in connection therewith as the Collateral Agent may reasonably request. (b) With respect to Inventory: (i) no Inventory (other than Inventory in transit from a supplier or vendor to a permitted location, between permitted locations, in transit to a customer, or in the possession of an employee for bona fide business purposes, or having Dollar Equivalent fair market value not in excess of $500,000 (in the aggregate for all Grantors)) is now, or shall at any time or times hereafter be stored at any other location not set forth in the Perfection Certificate except as permitted by Section 12 of this Agreement. 4.12(a), (ii) Grantor shall maintain the Grantors have good and valid title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for Permitted Liens, (iii) such Inventory is not subject to any Intellectual Property Licenses with any third parties that would, upon sale or other disposition of such Inventory by the Collateral Agent in good and saleable condition, repair it (if necessary) and otherwise deal accordance with the Collateral in all terms hereof, infringe or otherwise violate the Intellectual Property of such ways as are considered good practice by owners of like propertythird-party licensor, use it lawfully and only as permitted by insurance policiesviolate any contracts with such third-party licensor, and permit Bank to inspect or cause the Collateral Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current Intellectual Property Licenses related thereto and (iv) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent upon reasonable prior notice, from time to time the occurrence and during Grantor’s usual business hours but no more than once a year (unless an the continuance of any Event of Default has occurred and is continuing). (iii) Grantor shall not sell, require the consent of any person and shall not constitute a breach or default under any contract or agreement to sell, lease, encumber which any Grantor is a party or transfer the Collateral (other than the disposition of to which such Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateralis subject.

Inventory and Equipment. Store, or cause or permit any Subsidiary (iother than Excluded Foreign Subsidiaries) Grantor shall not store its to store, any Inventory or the Equipment with an aggregate book value Equipment, valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000) 100,000), with a bailee, warehouseman, or other similar third party unless (a) Borrower shall promptly thereafter give Bank written notice thereof identifying the names and addresses of such third parties and briefly describing the Inventory or Equipment in the possession of such third parties; and (b) the third party has been notified of Bank’s security interest and BankBank (i) shall have received a duly executed Collateral Access Agreement, (a) has received including an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit benefit, or (bii) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor Borrower shall not store keep, and shall cause each of its Subsidiaries to keep, its Inventory and Equipment, valued, individually or maintain any Equipment or Inventory in the aggregate, in excess of One Hundred Thousand Dollars ($100,000), only at a location other than the location locations set forth in Section 12 the Schedule delivered by Borrower to Bank prior to the Closing Date, and at such other locations of this which Borrower gives Bank prior written notice and as to which Bank files Security Instruments where needed to perfect its security interests and liens in such Inventory and Equipment and as to which (x) Bank has received a Collateral Access Agreement. , and (iiy) Grantor shall Borrower has taken such actions as Bank reasonably requests to perfect and maintain the Collateral in good perfection and saleable condition, repair it (if necessary) and otherwise deal with priority of Bank’s Lien on the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer the Collateral (other than the disposition of Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateral.

Inventory and Equipment. (i) Grantor shall not store its Inventory Store Inventory, Equipment or the Equipment with any Collateral having an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) 500,000.00 with a bailee, warehouseman, or other similar third party unless the third party has been notified of Bank’s security interest and Bank, Bank (a) has received an acknowledgment from a landlord subordination agreement, collateral access agreement or bailment waiver, executed by the third party that it is holding landlord, warehouseman or will hold the Inventory or Equipment for bailee of such location, in form and detail acceptable to Bank’s benefit , or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory Inventory, Equipment or Equipmentother Collateral; provided, however, that the aggregate book value of all Equipment Equipment, Inventory and Inventory other Collateral at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars $500,000.00 at any time. Notwithstanding the foregoing, Borrowers shall deliver to Bank landlord subordination agreements, collateral access agreements and bailment agreements, as applicable, for any Collateral location not owned by a Borrower if such location (a) contains the books and records of a Borrower, and such books and records are not moved to a location covered by such an agreement within 60 days after the applicable Borrower becomes a co-Borrower under the terms of this Agreement or (b) is located in a state that has a statutory landlord lien law. Notwithstanding the preceding sentence, Borrowers shall not be required to provide a landlord waiver to Bank for the property located at 000 X. Xxxxxxx Street, Suite 3500, Chicago, Illinois, provided that the aggregate book value of Borrowers’ assets at such location does not exceed $500,000) 50,000 at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor Borrower shall not store or maintain any keep the Inventory, Equipment or Inventory and other Collateral only at a location other than the location set forth in Section 12 10 and such other locations of this Agreementwhich Borrower gives Bank prior written notice and as to which Bank files a financing statement where needed to perfect its security interest. (ii) Grantor shall maintain the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer the Collateral (other than the disposition of Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateral.”

Inventory and Equipment. (i) Grantor shall not store its Store, or cause or permit any Subsidiary to store, any Inventory or the Equipment with an aggregate book value Equipment, valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) 50,000), with a bailee, warehouseman, or other similar third party (other than HTO Inventory and Inventory in transit in the ordinary course of business) unless (a) Borrower shall promptly thereafter give Bank written notice thereof identifying the names and addresses of such third parties and briefly describing the Inventory or Equipment in the possession of such third parties; and (b) other than with respect to Optical Lab Inventory, the third party has been notified of Bank’s security interest and BankBank (i) shall have received a duly executed Collateral Access Agreement, (a) has received including an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit benefit, or (bii) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor Borrower shall not store or maintain any Equipment or Inventory at a location other than the location set forth in Section 12 of this Agreement. (ii) Grantor shall maintain the Collateral in good and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policieskeep, and permit Bank shall cause each of its Subsidiaries to inspect the Collateral upon reasonable prior noticekeep, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing). (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer the Collateral its Inventory (other than the disposition of HTO Inventory and Inventory in transit in the ordinary course of Grantor’s business business) and other assets which are obsolete Equipment, valued, individually or otherwise considered surplusin the aggregate, in connection excess of Fifty Thousand Dollars ($50,000), only at the locations set forth in the Schedule delivered by Borrower to Bank prior to the Closing Date, and at such other locations of which Borrower gives Bank prior written notice as required under Section 7.2 and as to which Bank files Security Instruments where needed to perfect its security interests and liens in such Inventory and Equipment and as to which (x) other than with Permitted Liens and in connection with Permitted Transfersrespect to Optical Lab Inventory (which shall not be deemed Eligible Inventory) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has received a security interest in Collateral Access Agreement, and (y) Borrower has taken such actions as Bank reasonably requests to perfect and maintain the proceeds perfection and priority of such Bank’s Lien on the Collateral.

Inventory and Equipment. (i) Grantor shall not store its Store the Inventory or the Equipment with an aggregate book a value in excess of Two Five Hundred Fifty Thousand Dollars ($250,000) 500,000), with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements (a) and (b) of this Section 7.10 shall not exceed Five Hundred Thousand Dollars apply to Inventory held or sold under consignment or similar arrangement if ($500,000i) at any timeBorrower provides Bank notice of such consignment sale or similar arrangement and (ii) Bank elects in its sole but reasonable discretion to waive such requirements (a) and (b). Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store Store or maintain any Equipment or Inventory at a location other than the location set forth in Section 12 10 of this AgreementAgreement or as permitted under this Section 7.10. In the event Borrower delivers a landlord waiver or bailee waiver with respect to any leased location or location where Collateral is held by a bailee in favor of the Note Collateral Agent pursuant to the 2020 Secured Convertible Note Documents, Borrower shall, provide a copy of the proposed form of landlord waiver or bailee waiver, as applicable, and shall, at Bank’s request, enter into a landlord waiver or bailee waiver with respect to such locations on substantially the same terms. (iil) Grantor shall maintain Exhibit A to the Collateral in good Loan Agreement is hereby amended and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways restated as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Bank to inspect the Collateral upon reasonable prior notice, from time to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing)set forth on Exhibit A hereto. (iiim) Grantor shall not sell, contract Exhibit D to sell, lease, encumber or transfer the Collateral (other than the disposition of Inventory in the ordinary course of Grantor’s business Loan Agreement is hereby amended and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateralrestated as set forth on Exhibit D hereto.

Inventory and Equipment. (i) Grantor shall not store its Store, or cause or permit any of their Restricted Subsidiaries to store, any Inventory or the Equipment with an aggregate book having a fair market value in excess of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 in the aggregate, with a baileeany one or more third-party bailees, warehouseman, warehousemen or other similar third party unless parties, unless: (a) Borrower or the Parent Guarantors shall promptly thereafter give Bank written notice thereof identifying the names and addresses of such third parties and briefly describing the Inventory or Equipment in the possession of such third parties; and (b) promptly (and, in any event, within thirty (30) days) after Bank so requests, each of the third party has been parties shall be notified of Bank’s security interest interests and BankLiens, and Bank (ai) has received shall receive an acknowledgment from each of the third party parties that it is holding or will hold the Inventory or Equipment for Bank’s benefit benefit, or (bii) is shall be in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and business, and, except for such other locations as Bank may approve in writing, Grantor Borrower and the Parent Guarantors shall not store or maintain any keep, and shall cause each of their Restricted Subsidiaries to keep, its Inventory and Equipment or Inventory only at a location other than the location locations set forth in Section 12 of this Agreement. (ii) Grantor shall maintain the Collateral in good Disclosure Schedule delivered by Borrower and saleable condition, repair it (if necessary) and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policiesParent Guarantors to Bank prior to the Closing Date, and permit at such other locations of which Borrower and the Parent Guarantors give Bank prior written notice and as to inspect the Collateral upon reasonable prior notice, from time which Bank files Security Instruments where needed to time during Grantor’s usual business hours but no more than once a year (unless an Event of Default has occurred perfect its security interests and is continuing)liens in such Inventory and Equipment. (iii) Grantor shall not sell, contract to sell, lease, encumber or transfer the Collateral (other than the disposition of Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateral.

Inventory and Equipment. (i) Grantor shall not store its Inventory or the Equipment with an aggregate book value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank, (a) has received an acknowledgment from Except as permitted by the third party that it is holding or will hold Revolving Credit Agreement, the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment; provided, however, that the aggregate book value of all Equipment and Inventory at all locations not subject to the foregoing requirements Grantors shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Except for Inventory sold in the ordinary course of business and movable items of personal property such as laptop computers and except for such other locations as Bank may approve in writing, Grantor shall not store or maintain move any Equipment or Inventory (other than Equipment or Inventory in transit from a supplier or vendor to a permitted location, between permitted locations, in transit to a customer, out for repair or refurbishment, or in the possession of an employee for bona fide business purposes, or having Dollar Equivalent fair market value not in excess of $500,000 (in the aggregate for all Grantors) located at locations not identified on the relevant Schedules to the Perfection Certificate) to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent at least 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request and (ii) to the extent applicable with respect to such new location, such Grantor shall have complied with Section 3.05(g); provided, that if a casualty occurs at a location at which a Grantor maintains Equipment or Inventory, such Grantor shall not be required to give the Collateral Agent prior notice as required by clause (i) above prior to moving the Collateral maintained at such location, but shall be required to provide notice to the Collateral Agent promptly after moving such Collateral, clearly describing the new location and providing such other information in connection therewith as the Collateral Agent may reasonably request. (b) With respect to Inventory: (i) no Inventory (other than Inventory in transit from a supplier or vendor to a permitted location, between permitted locations, in transit to a customer, or in the possession of an employee for bona fide business purposes, or having Dollar Equivalent fair market value not in excess of $500,000 (in the aggregate for all Grantors)) is now, or shall at any time or times hereafter be stored at any other location not set forth in the Perfection Certificate except as permitted by Section 12 of this Agreement. 4.12(a), (ii) Grantor shall maintain the Grantors have good and valid title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for Permitted Liens, (iii) such Inventory is not subject to any Intellectual Property Licenses with any third parties that would, upon sale or other disposition of such Inventory by the Collateral Agent in good and saleable condition, repair it (if necessary) and otherwise deal accordance with the Collateral in all terms hereof, infringe or otherwise violate the Intellectual Property of such ways as are considered good practice by owners of like propertythird-party licensor, use it lawfully and only as permitted by insurance policiesviolate any contracts with such third-party licensor, and permit Bank to inspect or cause the Collateral Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current Intellectual Property Licenses related thereto and (iv) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent upon reasonable prior notice, from time to time the occurrence and during Grantor’s usual business hours but no more than once a year (unless an the continuance of any Event of Default has occurred and is continuing). (iii) Grantor shall not sell, require the consent of any person and shall not constitute a breach or default under any contract or agreement to sell, lease, encumber which any Grantor is a party or transfer the Collateral (other than the disposition of to which such Inventory in the ordinary course of Grantor’s business and other assets which are obsolete or otherwise considered surplus, in connection with Permitted Liens and in connection with Permitted Transfers) until the Secured Obligations have been paid or performed in full. Grantor acknowledges and agrees that Bank has a security interest in the proceeds of such Collateralis subject.