Common use of Inventory and Equipment Clause in Contracts

Inventory and Equipment. (a) In producing its Inventory, such Grantor will comply with all Requirements of Law, including, without limitation, the Fair Labor Standards Act. Such Grantor shall maintain all of its Inventory in good saleable and usable condition (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory to any Person other than the issuer of such document to claim the goods evidenced thereby or the Agent. (d) If any Equipment or Inventory having a value in excess of $25,000 individually or $100,000 in the aggregate is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Agent thereof and shall join with the Agent in promptly notifying the third party of the Agent’s security interest and obtaining a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Agent. Such acknowledgment must be satisfactory in form and substance to the Agent. (e) With respect to any item of Equipment that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request of the Agent, promptly (i) provide to the Agent information with respect to any such Equipment, (ii) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on each such certificate of title, and (iii) deliver to the Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered thereby.

Inventory and Equipment. (a) In producing its InventoryExcept in connection with a disposition permitted under the Credit Agreement, such Grantor will comply with all Requirements of Law, including, without limitation, the Fair Labor Standards Act. Such Grantor shall maintain all of its Inventory in good saleable and usable condition (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory (other than Equipment constituting Excluded Property) to any Person other than the issuer of such document to claim the goods evidenced thereby or the Administrative Agent. (db) If any Equipment (other than Equipment constituting Excluded Property) or Inventory (other than Inventory constituting Excluded Property) having a value in excess of $25,000 250,000, either individually or $100,000 in the aggregate for all such Equipment and Inventory, is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Administrative Agent thereof and shall join with the Administrative Agent in promptly notifying the third party of the Administrative Agent’s security interest and obtaining using commercially reasonable efforts acting in good faith to obtain a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Administrative Agent. Such acknowledgment must be reasonably satisfactory in form and substance to the Administrative Agent. (ec) With respect to any item of Equipment (other than Equipment constituting Excluded Property) that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request of the Agent, shall promptly (i) provide to the Administrative Agent information with respect to any such EquipmentEquipment having a value in excess of $50,000 individually or $250,000 in the aggregate, (ii) upon the request of the Administrative Agent, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on each such certificate of title, and (iii) deliver to the Administrative Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered thereby. (d) No Grantor shall, except upon prior written notice to the Administrative Agent, permit any of the Inventory or Equipment (other than Inventory or Equipment (i) deployed in the field and being utilized by the Grantors in the ordinary course of business, (ii) in transit, (iii) out for repair or refurbishment, (iv) with a fair market value of less than $25,000 or (v) in the case of Inventory consisting of As-extracted collateral, stored adjacent to xxxxx operated by such Grantor) to be kept at a location other than those listed on Schedule 5 or otherwise identified to the Administrative Agent in writing.

Inventory and Equipment. (a) In producing its Inventory, such Grantor will comply with all Requirements of Law, including, without limitation, the Fair Labor Standards Act. Such Grantor shall maintain all of its Inventory in good saleable and usable condition. (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory to any Person other than the issuer of such document to claim the goods evidenced thereby or the Administrative Agent. (d) If any Equipment or Inventory having a value in excess of $25,000 individually or $100,000 in the aggregate is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Administrative Agent thereof and shall join with the Administrative Agent in promptly notifying the third party of the Administrative Agent’s security interest and obtaining a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Administrative Agent. Such acknowledgment must be satisfactory in form and substance to the Administrative Agent. (e) With respect to any item of Equipment that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request of the Agent, shall promptly (i) provide to the Administrative Agent information with respect to any such Equipment, (ii) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on each such certificate of title, and (iii) deliver to the Administrative Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered thereby.

Inventory and Equipment. (a) In producing its InventoryAll of the Inventory and Equipment will be kept only at the places of business listed on Schedule 2 to this Agreement. The Borrower shall give the Lender prior written notice before any Inventory or Equipment is moved or delivered to a location other than such designated places of business, and the Lender's lien and security interest will be maintained despite the location of the Inventory or Equipment. Without the prior written consent of the Lender, the Borrower shall not move or deliver the Inventory or Equipment to a location outside of the United States of America. (b) The Borrower shall keep and maintain the Equipment in good operating condition and repair, reasonable wear and tear excepted. The Borrower shall not permit any of the Equipment to become a fixture to any real estate unless subordination agreements satisfactory to the Lender are obtained by any owner or mortgagee of such Grantor will comply real estate. The Borrower, immediately on demand therefore by the Lender, shall deliver to the Lender any and all evidence of ownership of any of the Equipment. None of the Equipment shall be sold, transferred, leased or otherwise disposed of without the prior written consent of the Lender, except for (1) sales or dispositions of obsolete Equipment, and (2) sales or dispositions of any item of Equipment that is replaced contemporaneously with all Requirements Equipment of Lawcomparable value and utility. (c) The Lender's security interest shall extend and attach to Inventory that is presently in existence and is owned by the Borrower or in which the Borrower purchases or acquires an interest at any time and from time to time in the future, whether such Inventory is in transit or in the Borrower's constructive, actual or exclusive occupancy or possession or not and wherever the same may be located, including, without limitation, all Inventory that may be located at the Fair Labor Standards Act. Such Grantor shall maintain all premises of its Inventory in good saleable and usable condition (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in Borrower or upon the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case premises of any loss carriers, forwarding agents, truckers, warehousemen, vendors, selling agents, finishers, convertors or damage to any other third parties who may have possession of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory to any Person other than the issuer of such document to claim the goods evidenced thereby or the AgentInventory. (d) If any Equipment Upon the sale, exchange, lease or Inventory having a value in excess disposition of $25,000 individually or $100,000 in the aggregate is in Inventory, the possession or control security interest of a third party, includingthe Lender, without limitationbreak in continuity and without further formality or act, shall continue in and attach to all cash and non-cash proceeds of such sale, exchange, lease or disposition, including Inventory returned or rejected by Customers or repossessed by either the Borrower or the Lender. As to any warehousemansuch sale, bailee exchange, lease or agentdisposition, such Grantor the Lender shall immediately notify the Agent thereof and shall join with the Agent in promptly notifying the third party have all of the Agent’s security interest rights of an unpaid seller, including stoppage in transit, replevin, detinue and obtaining a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Agent. Such acknowledgment must be satisfactory in form and substance to the Agentreclamation. (e) With respect Except for licenses, sales or leases made in the ordinary course of business and Liens permitted by this Agreement, the Borrower shall not sell, lease, encumber, license or dispose of, or permit the sale, lease, encumbrance or disposal of, any Inventory without the prior written consent of the Lender. (f) The Borrower shall have the Equipment and Inventory insured against loss or damage by fire, theft, burglary, pilferage, loss in transportation and such other hazards as the Lender shall specify, by insurers satisfactory to any item of Equipment the Lender, in amounts satisfactory to the Lender and under policies containing loss payable clauses satisfactory to the Lender. Any such insurance policies, or evidence thereof satisfactory to the Lender, shall be deposited with the Lender. The Borrower agrees that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of Lender shall have a security interest on in such certificate is required as a condition of perfection policies and the proceeds thereof, such Grantor shalland, at if any loss should occur, the request proceeds may be applied to the payment of the Agent, promptly (i) provide Obligations or to the Agent information with respect to any such Equipment, (ii) execute and file with the registrar of motor vehicles replacement or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication restoration of the security interest created hereunder on each such certificate Inventory or Equipment damaged or destroyed, as the Lender may elect or direct. After the occurrence of titlean Event of Default, the Lender shall have the right to file claims under any insurance policies, to receive, receipt and given acquittance for any payments that may be made thereunder, and (iii) deliver to the Agent copies of execute any and all such applications endorsements, receipts, releases, assignments, reassignments or other documents so filed and copies that may be necessary to effect to the collection, compromise, or settlement of all such certificates any claims under any of title issued indicating the security interests created hereunder in the items of Equipment covered therebyinsurance policies.

Inventory and Equipment. (a) In producing its InventoryExcept in connection with a disposition permitted under the Credit Agreement, such Grantor will comply with all Requirements of Law, including, without limitation, the Fair Labor Standards Act. Such Grantor shall maintain all of its Inventory in good saleable and usable condition (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory (other than Equipment constituting Excluded Property) to any Person other than the issuer of such document to claim the goods evidenced thereby or the Administrative Agent. (db) If any Equipment (other than Equipment constituting Excluded Property) or Inventory (other than Inventory constituting Excluded Property) having a value in excess of $25,000 250,000, either individually or $100,000 in the aggregate for all such Equipment and Inventory, is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Administrative Agent thereof and shall join with the Administrative Agent in promptly notifying the third party of the Administrative Agent’s security interest and obtaining using commercially reasonable efforts acting in good faith to obtain a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Administrative Agent. Such acknowledgment must be reasonably satisfactory in form and substance to the Administrative Agent. (ec) With respect to any item of Equipment (other than Equipment constituting Excluded Property) that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request of the Agent, shall promptly (i) provide to the Administrative Agent information with respect to any such EquipmentEquipment having a value in excess of $50,000 individually or $250,000 in the aggregate, (ii) upon the request of the Administrative Agent, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created under the First Lien Loan Documents in favor of the Senior Representative (or, after the Discharge of Senior Priority Obligations has occurred, hereunder in favor of the Administrative Agent) on each such certificate of title, and (iii) deliver to the Administrative Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered thereby. (d) No Grantor shall, except upon prior written notice to the Administrative Agent, permit any of the Inventory or Equipment (other than Inventory or Equipment (i) deployed in the field and being utilized by the Grantors in the ordinary course of business, (ii) in transit, (iii) out for repair or refurbishment, (iv) with a fair market value of less than $25,000 or (v) in the case of Inventory consisting of As-extracted collateral, stored adjacent to xxxxx operated by such Grantor) to be kept at a location other than those listed on Schedule 5 or otherwise identified to the Administrative Agent in writing.

Inventory and Equipment. (a) All of the Inventory and Equipment will be kept only at such places as the Borrower shall designate from time to time by written notice to the Lender. The Borrower shall give the Lender prior written notice before Inventory or Equipment is moved or delivered to a location other than such designated places of business and the Lender's lien and security interest will be maintained despite the location of the Inventory or Equipment. In producing its connection with any such move or change, the Borrower shall execute and deliver to the Lender such financing statements as Lender shall require, in form and substance reasonably satisfactory to the Lender, to maintain the perfection and priority of the Lender's lien in such Equipment or Inventory. The Borrower shall not, without the prior written consent of the Lender, move or deliver the Inventory or Equipment to a location outside of the United States of America. (b) The Borrower shall keep and maintain the Equipment in good operating condition and repair. The Borrower shall not permit any of the Equipment to become a fixture to any real estate unless subordination agreements satisfactory to the Lender are obtained by any owner or mortgagee of such Grantor will comply real estate. The Borrower shall, immediately on demand therefor by the Lender, deliver to the Lender any and all evidence of ownership of any of the Equipment. None of the Equipment shall be sold, transferred, leased or otherwise disposed of without the prior written consent of the Lender, except of (i) sales or dispositions of Equipment which the Borrower determines in good faith to be obsolete, and (ii) sales or dispositions of Equipment which is contemporaneously replaced with all Requirements Equipment of Lawcomparable value and utility. (c) The Lender's security interest shall extend and attach to Inventory which is presently in existence and is owned by the Borrower or in which the Borrower purchases or acquires an interest at any time and from time to time in the future, whether such Inventory is in transit or in the Borrower's constructive, actual or exclusive occupancy or possession or not and wherever the same may be located, including, without limitation, all Inventory which may be located at the Fair Labor Standards Act. Such Grantor shall maintain all premises of its Inventory in good saleable and usable condition (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in Borrower or upon the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case premises of any loss carriers, forwarding agents, truckers, warehousemen, vendors, selling agents, finishers, convertors or damage to any other third parties who may have possession of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory to any Person other than the issuer of such document to claim the goods evidenced thereby or the AgentInventory. (d) If any Equipment Upon sale, exchange, lease or Inventory having a value in excess of $25,000 individually or $100,000 in the aggregate is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Agent thereof and shall join with the Agent in promptly notifying the third party disposition of the Agent’s Inventory or Equipment, the security interest and obtaining a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the AgentLender shall without break in continuity and without further formality or act continue in and attach to all cash and non-cash proceeds of such sale, exchange, lease or disposition, including Inventory returned or rejected by customers or repossessed by either the Borrower or the Lender. Such acknowledgment must be satisfactory As to any such sale, exchange, lease or disposition, the Lender shall have all of the rights of an unpaid seller, including stoppage in form transit, replevin, detinue and substance to the Agentreclamation. (e) With respect to any item Except for sales or leases made in the ordinary course of Equipment that is covered by a certificate business, the Borrower shall not sell, lease, encumber or dispose of title or ownership under a statute permit the sale, lease, encumbrance or disposal of any jurisdiction under Inventory without the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request prior written consent of the Agent, promptly (i) provide to the Agent information with respect to any such Equipment, (ii) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on each such certificate of title, and (iii) deliver to the Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered therebyLender.

Inventory and Equipment. (a) In producing its Inventory, such Grantor will comply with all Requirements of Law, including, without limitation, the Fair Labor Standards Act. Such Grantor shall maintain all of its Inventory in good saleable and usable condition. (b) Such Grantor will cause the Equipment of such Grantor (other than Equipment having a fair market value of less than $25,000) to be maintained and preserved in the same condition, repair and good working order as when newand condition, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Except in connection with a disposition permitted under the Loan Agreement, such Grantor shall not deliver any document evidencing any Equipment or Inventory (other than Equipment constituting Excluded Property) to any Person other than the issuer of such document to claim the goods evidenced thereby or the Administrative Agent. (d) If any Equipment (other than Equipment constituting Excluded Property) or Inventory (other than Inventory constituting Excluded Property) having a value in excess of $25,000 250,000, either individually or $100,000 in the aggregate for all such Equipment and Inventory, is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Administrative Agent thereof and shall join with the Administrative Agent in promptly notifying the third party of the Administrative Agent’s security interest and obtaining using commercially reasonable efforts acting in good faith to obtain a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Administrative Agent. Such acknowledgment must be reasonably satisfactory in form and substance to the Administrative Agent. (e) With respect to any item of Equipment (other than Equipment constituting Excluded Property) that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request of the Agent, shall promptly (i) provide to the Administrative Agent information with respect to any such EquipmentEquipment having a value in excess of $50,000 individually or $250,000 in the aggregate, (ii) upon the request of the Administrative Agent, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on each such certificate of title, and (iii) deliver to the Administrative Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered thereby.

Inventory and Equipment. (a) All of the Inventory and Equipment will be kept only at such places as the Borrower shall designate from time to time by written notice to the Lender. The Borrower shall give the Lender prior written notice before Inventory or Equipment is moved or delivered to a location other than such designated places of business and the Lender's lien and security interest will be maintained despite the location of the Inventory or Equipment. In producing its connection with any such move or change, the Borrower shall execute and deliver to the Lender such financing statements as Lender shall require, in form and substance reasonably satisfactory to the Lender, to maintain the perfection and priority of the Lender's lien in such Equipment or Inventory. The Borrower shall not, without the prior written consent of the Lender, move or deliver the Inventory or Equipment to a location outside of the United States of America. (b) The Borrower shall keep and maintain the Equipment in good operating condition and repair. The Borrower shall not permit any of the Equipment to become a fixture to any real estate unless subordination agreements satisfactory to the Lender are obtained by any owner or mortgagee of such Grantor will comply real estate. The Borrower shall, immediately on demand therefor by the Lender, deliver to the Lender any and all evidence of ownership of any of the Equipment. None of the Equipment shall be sold, transferred, leased or otherwise disposed of without the prior written consent of the Lender, except for (i) sales or dispositions of Equipment which the Borrower determines in good faith to be obsolete, and (ii) sales or dispositions of Equipment which is contemporaneously replaced with all Requirements Equipment of Lawcomparable value and utility. (c) The Lender's security interest shall extend and attach to Inventory which is presently in existence and is owned by the Borrower or in which the Borrower purchases or acquires an interest at any time and from time to time in the future, whether such Inventory is in transit or in the Borrower's constructive, actual or exclusive occupancy or possession or not and wherever the same may be located, including, without limitation, all Inventory which may be located at the Fair Labor Standards Act. Such Grantor shall maintain all premises of its Inventory in good saleable and usable condition (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in Borrower or upon the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case premises of any loss carriers, forwarding agents, truckers, warehousemen, vendors, selling agents, finishers, convertors or damage to any other third parties who may have possession of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory to any Person other than the issuer of such document to claim the goods evidenced thereby or the AgentInventory. (d) If any Equipment Upon sale, exchange, lease or Inventory having a value in excess of $25,000 individually or $100,000 in the aggregate is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Agent thereof and shall join with the Agent in promptly notifying the third party disposition of the Agent’s Inventory or Equipment, the security interest and obtaining a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the AgentLender shall without break in continuity and without further formality or act continue in and attach to all cash and non-cash proceeds of such sale, exchange, lease or disposition, including Inventory returned or rejected by customers or repossessed by either the Borrower or the Lender. Such acknowledgment must be satisfactory As to any such sale, exchange, lease or disposition, the Lender shall have all of the rights of an unpaid seller, including stoppage in form transit, replevin, detinue and substance to the Agentreclamation. (e) With respect to any item Except for sales or leases made in the ordinary course of Equipment that is covered by a certificate business, the Borrower shall not sell, lease, encumber or dispose of title or ownership under a statute permit the sale, lease, encumbrance or disposal of any jurisdiction under Inventory without the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request prior written consent of the Agent, promptly (i) provide to the Agent information with respect to any such Equipment, (ii) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on each such certificate of title, and (iii) deliver to the Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered therebyLender.

Inventory and Equipment. (a) In producing its Inventory, such Grantor will comply with all Requirements of Law, including, without limitation, the Fair Labor Standards Act. Such Grantor shall maintain all of its Inventory in good saleable and usable condition. (b) Such Grantor will cause the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory to any Person other than the issuer of such document to claim the goods evidenced thereby or the Agent. (d) If any Equipment or Inventory having a value in excess of $25,000 individually or $100,000 in the aggregate is in the possession or control of a third party, including, without limitation, any warehouseman, bailee or agent, such Grantor shall immediately notify the Agent thereof and shall join with the Agent in promptly notifying the third party of the Agent’s security interest and obtaining a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Agent. Such acknowledgment must be satisfactory in form and substance to the Agent. (e) With respect to any item of Equipment that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, such Grantor shall, at the request of the Agent, promptly (i) provide to the Agent information with respect to any such Equipment, (ii) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on each such certificate of title, and (iii) deliver to the Agent copies of all such applications or other documents so filed and copies of all such certificates of title issued indicating the security interests created hereunder in the items of Equipment covered thereby.

Inventory and Equipment. (a) In producing its InventoryAll of the Inventory and Equipment will be kept only at the places of business listed on Schedule 3.3 to this Agreement. The Borrowers shall give the Lender prior written notice before any Inventory or Equipment is moved or delivered to a location other than such designated places of business, and the Lender's lien and security interest will be maintained despite the location of the Inventory or Equipment. Without the prior written consent of the Lender, no Borrower shall move or deliver the Inventory or Equipment with a book value in any instance or in the aggregate of $100,000 or more to a location outside of the United States of America. (b) Each Borrower shall keep and maintain the Equipment in good operating condition and repair, reasonable wear and tear excepted. No Borrower shall permit any of the Equipment to become a fixture to any real estate unless subordination agreements satisfactory to the Lender are obtained by any owner or mortgagee of such Grantor will comply real estate. Each Borrower, immediately on demand therefore by the Lender, shall deliver to the Lender any and all evidence of ownership of any of the Equipment. None of the Equipment shall be sold, transferred, leased or otherwise disposed of without the prior written consent of the Lender, except for (1) sales or dispositions of obsolete or unnecessary Equipment, and (2) sales or dispositions of any item of Equipment that is replaced contemporaneously with all Requirements Equipment of Lawcomparable value and utility. (c) The Lender's security interest shall extend and attach to Inventory that is presently in existence and is owned by each Borrower or in which a Borrower purchases or acquires an interest at any time and from time to time in the future, whether such Inventory is in transit or in such Borrower's constructive, actual or exclusive occupancy or possession or not and wherever the same may be located, including, without limitation, all Inventory that may be located at the Fair Labor Standards Act. Such Grantor shall maintain all premises of its Inventory in good saleable and usable condition (b) Such Grantor will cause a Borrower or upon the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual relating thereto, and will forthwith, or in the case premises of any loss carriers, forwarding agents, truckers, warehousemen, vendors, selling agents, finishers, convertors or damage to any other third parties who may have possession of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. (c) Such Grantor shall not deliver any document evidencing any Equipment or Inventory to any Person other than the issuer of such document to claim the goods evidenced thereby or the AgentInventory. (d) If any Equipment Upon the sale, exchange, lease or Inventory having a value in excess disposition of $25,000 individually or $100,000 in the aggregate is in Inventory, the possession or control security interest of a third party, includingthe Lender, without limitationbreak in continuity and without further formality or act, shall continue in and attach to all cash and non-cash proceeds of such sale, exchange, lease or disposition, including Inventory returned or rejected by Customers or repossessed by either a Borrower or the Lender. As to any warehousemansuch sale, bailee exchange, lease or agentdisposition, such Grantor the Lender shall immediately notify the Agent thereof and shall join with the Agent in promptly notifying the third party have all of the Agent’s security interest rights of an unpaid seller, including stoppage in transit, replevin, detinue and obtaining a written acknowledgment from the third party that it is holding the Equipment or Inventory for the benefit, and subject to the security interest, of the Agent. Such acknowledgment must be satisfactory in form and substance to the Agentreclamation. (e) With respect Except for licenses, sales or leases made in the ordinary course of business and Liens permitted by this Agreement, no Borrower shall sell, lease, encumber, license or dispose of, or permit the sale, lease, encumbrance or disposal of, any Inventory without the prior written consent of the Lender. (f) Each Borrower shall have the Equipment and Inventory insured against loss or damage by fire, theft, burglary, pilferage, loss in transportation and such other hazards as the Lender shall specify, by insurers satisfactory to any item of Equipment the Lender, in amounts satisfactory to the Lender and under policies containing loss payable clauses satisfactory to the Lender. Any such insurance policies, or evidence thereof satisfactory to the Lender, shall be deposited with the Lender. Each Borrower agrees that is covered by a certificate of title or ownership under a statute of any jurisdiction under the law of which indication of Lender shall have a security interest on in such certificate is required as a condition of perfection policies and the proceeds thereof, such Grantor shalland, at if any loss should occur, the request proceeds may be applied to the payment of the Agent, promptly (i) provide Obligations or to the Agent information with respect to any such Equipment, (ii) execute and file with the registrar of motor vehicles replacement or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication restoration of the security interest created hereunder on each such certificate Inventory or Equipment damaged or destroyed, as the Lender may elect or direct. After the occurrence of titlea Default or an Event of Default, the Lender shall have the right to file claims under any insurance policies, to receive, receipt and given acquittance for any payments that may be made thereunder, and (iii) deliver to the Agent copies of execute any and all such applications endorsements, receipts, releases, assignments, reassignments or other documents so filed and copies that may be necessary to effect to the collection, compromise, or settlement of all such certificates any claims under any of title issued indicating the security interests created hereunder in the items of Equipment covered therebyinsurance policies.