Common use of Special Provisions Re: Inventory and Equipment Clause in Contracts

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve all material portions of the Inventory in good and merchantable condition and keep and preserve all material portions of the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, will from time to time make all necessary and proper repairs, replacements and additions to the Equipment so that the overall efficiency thereof of the Equipment taken as a whole shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person or entity without the Secured PartyAgent’s prior written consent. (ec) The At the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (fd) Except for Equipment from time to time located on In the real estate described in event the Perfection Certificate and as otherwise disclosed to the Secured Party in writingEquipment, none of the Equipment or any part thereof, is or will may be attached to real estate in such a manner that the same may become a fixture, at the Agent’s request after the occurrence and during the continuance of an Event of Default, the relevant Debtor shall take all action reasonably requested by the Agent to maintain the lien and security interest of the Agent in such Collateral at all times fully perfected and in full force and effect, including, without limitation, such fixture financing statements as the Agent may require and, in the event any other person has any right, title or interest in, or lien upon, any such real estate, such Debtor shall use commercially reasonable efforts to cause such person to enter an agreement (i) pursuant to which such person disclaims any right, title and interest in, or lien on, such Equipment, (ii) which allows for the removal of such Equipment by the Agent and (iii) which is otherwise in form and substance reasonably satisfactory to the Agent. (ge) If any of the Inventory is at any time evidenced by a negotiable document of title, at the Agent’s request after the occurrence and during the continuance of an Event of Default, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained, except, in each as expressly permitted under the Credit Agreement. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent following the occurrence and during the continuance of an Event of Default, use, consume consume, lease and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell obsolete, worn out or unusable otherwise dispose of Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to that sold and owned the extent permitted by Section 8.10 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the relevant Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory owned by it is or will be consigned to any other person without the Secured PartyAgent’s prior written consent. (e) The Subject to Section 12.1 of the Credit Agreement, upon the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule D attached hereto and as otherwise disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party Agent except to the extent the Secured Party Agent specifically requests the such Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, use, consume, sell obsoleteand lease the Inventory in the ordinary course of its business, worn out provided that any transfer or unusable Equipment which sale of Inventory in satisfaction, partial or complete, of a debt owing by such Debtor shall be made for fair market value. (c) Each Debtor may, until an Event of Default has occurred and is concurrently replaced with similar Equipment at least equal in quality continuing and condition to that sold and owned thereafter until otherwise notified by the Debtor free Agent, sell Equipment to the extent permitted by Section 8.10 of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, other than any Inventory with an aggregate fair market value not to exceed $2,000,000 at any time which is temporarily located in the case of Inventory, such Inventory is new and unused and in good and merchantable conditionwarehouses not owned by a Debtor. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Secured Party’s Agent's prior written consent. (e) The Upon the Agent's request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements replacements, and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured PartyAgent’s prior written consent. (e) The Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (fd) Except for Equipment from time to time located at the locations listed on the real estate described in the Perfection Certificate and Schedule A attached hereto or as otherwise hereafter disclosed to the Agent and the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (ge) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule E attached hereto and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, 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 the extent permitted by Section 8.10 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured PartyAgent’s prior written consent. (e) The Except as otherwise provided in the Credit Agreement, upon the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall Company will at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor Company may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the DebtorCompany. (c) The Debtor Company may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (i) 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 Debtor Company free of any lien, charge or encumbrance other than the security interest granted herebyhereby and (ii) Equipment which this Agreement would not require the Company to repair or replace if the same were lost, damaged or destroyed pursuant to Section 3(g) hereof. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor Company shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor Company set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor Company warrants and agrees that no Inventory is or will be consigned to any other person or entity without the Secured Party’s Agent's prior written consent. (e) The Debtor Upon the Agent's request, the Company shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule B attached hereto and as otherwise disclosed to the Secured Party Lenders in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor Company to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements replacements, and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyCollateral Agent, use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyCollateral Agent, 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 the extent permitted by the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured PartyCollateral Agent’s prior written consent. (e) The Upon the Collateral Agent’s or the Secured Creditors’ request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Collateral Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyCollateral Agent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentCollateral Agent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained, except (i) to the extent, in the reasonable judgment of the relevant Debtor, any such Equipment is no longer necessary for the proper conduct of the business of such Debtor or (ii) except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business and as otherwise permitted by Section 8.10 of the Credit Agreement shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, sell obsolete, worn out or unusable otherwise dispose of Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to that sold and owned the extent permitted by Section 8.10 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the relevant Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory owned by it is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Upon the Secured Party’s reasonable request, each Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and as otherwise disclosed to the Secured Party in writing, none None of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, upon Secured Party’s reasonable request, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentParty.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and -13- merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s 's prior written consent. (e) The Upon the Secured Party's request, the Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule B attached hereto and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall will at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the its Inventory in the ordinary course of its businessbusiness as presently conducted, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the any Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (i) 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted herebylien hereof and (y) Equipment which is not necessary for, or of importance to, the proper conduct of any Debtor's business in the ordinary course and failure to repair or replace such Equipment would not be disadvantageous to the rights hereunder of the Secured Creditors. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; Equipment and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s Agent's prior written consent. (e) The Each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent unless otherwise permitted by the Required Lenders in their sole discretion; provided that no Debtor shall be obligated to cause the Agent's lien to be so noted or to deliver any such certificate of title to the Agent to the extent such certificate is held by another creditor with a purchase money security interest permitted by the Credit Agreement on the Collateral represented by such certificate. (f) Each Debtor shall at its own cost and expense cause any certificate of title evidencing any of the Collateral to be amended to reflect the current and correct name of such Debtor as and when required by applicable law, but in any event no later than such date on which such Debtor must renew its registration of such Collateral under applicable law. Each Debtor shall cause the lien of the Agent in such Collateral to continue to be duly noted on such amended or reissued certificate of title. (g) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule C attached hereto and as otherwise disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (gh) If any of the its Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the appropriate Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, sell (i) 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 Debtor free of any lien, charge or encumbrance other than the security interest granted herebyhereby and (ii) Equipment which is not necessary for or of importance to the proper conduct of the Debtor's business in the ordinary course which, when taken together with all other Equipment not repaired or replaced pursuant to the terms of this Security Agreement during the immediately preceding 12 months, has an aggregate fair market value of less than $50,000. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b2(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s 's prior written consent. (e) The Unless the Secured Party requests otherwise, the Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule D attached hereto and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Except as expressly permitted by the Credit Agreement, each Debtor shall will at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the its Inventory in the ordinary course of its businessbusiness as presently conducted, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the any Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell obsolete, worn out or unusable otherwise dispose of Equipment which is concurrently replaced with similar Equipment at least equal in quality as and condition to that sold and owned the extent permitted by Section 8.18 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; Equipment and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s Agent's prior written consent. (e) The Each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent unless otherwise permitted by the Required Lenders in their sole discretion; PROVIDED THAT no Debtor shall be obligated to cause the Agent's lien to be so noted or to deliver any such certificate of title to the Agent to the extent such certificate is held by another Lender with a purchase money security interest permitted by the Credit Agreement on the Collateral represented by such certificate. (f) Each Debtor shall at its own cost and expense cause any certificate of title evidencing any of the Collateral to be amended to reflect the current and correct name of such Debtor as and when required by applicable law, but in any event no later than such date on which such Debtor must renew its registration of such Collateral under applicable law. Each Debtor shall cause the lien of the Agent in such Collateral to continue to be duly noted on such amended or reissued certificate of title. (g) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule C attached hereto and as otherwise disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (gh) If any of the its Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the appropriate Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense take commercially reasonable measures to maintain, keep and preserve the its Inventory located at its facilities in good and merchantable condition condition, subject to annual shrinkage not to exceed 5%, and the Debtors shall take commercially reasonable measures designed to cause third parties taking Inventory on consignment or storage to maintain, keep and preserve the such Inventory. Each Debtor shall keep and preserve its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all commercially reasonable, necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintainedmaintained in all material respects. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by such Debtor, provided that a transfer or sale of Inventory as part of product swaps or payment in kind transactions made in the ordinary course of business shall not constitute a transfer or sale in satisfaction of a debt owing by a Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (x) obsolete, worn out or unusable Equipment which is concurrently replaced with similar and (y) Equipment at least equal in quality and condition to that sold and owned the extent permitted by Section 7.12 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Upon the Agent's or the Secured Creditors' request and if the aggregate value of all Collateral subject to a certificate of title law exceeds $3,000,000, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule C attached hereto or as otherwise hereafter disclosed to the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except Agent; provided, however, that prior to the extent existence of a Default or Event of Default and thereafter until otherwise required by the Agent or the Secured Party specifically requests the Creditors, a Debtor shall not be required to do so with respect to deliver any such documentdocument of title if and only so long as the aggregate value of Inventory evidenced thereby that have not been delivered to the Agent under the Collateral Documents is less than $1,000,000 at any time.

Special Provisions Re: Inventory and Equipment. (a) The Except as otherwise provided in the Credit Agreement, each Debtor shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, 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 the extent permitted by Section 8.10 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured PartyAgent’s prior written consent. (e) The Except as otherwise provided in the Credit Agreement, upon the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (x) 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted herebyhereby and (y) Equipment to the extent permitted by Section 8.10 of the Credit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Secured Party’s Agent's prior written consent. (e) The Upon the Agent's or the Secured Creditors' request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule C attached hereto or as otherwise hereafter disclosed to the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Partycontinuing, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule D attached hereto and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and 726830840.4 18564250 proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyBank, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyBank, 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and EquipmentEquipment are true and correct in all respects (or in all material respects if such warranty is not by its terms already qualified as to materiality); that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured PartyBank’s prior written consent. (e) The Debtor Debtors shall at its their own cost and expense cause the lien of the Secured Party Bank in and to any portion of Collateral with a value in excess of $250,000 in the aggregate for all such Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured PartyBank. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule D attached hereto and as otherwise disclosed to the Secured Party Bank in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory with value in excess of $250,000 in the aggregate for all such Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the applicable Debtor to the Secured Party Bank except to the extent the Secured Party Bank specifically requests the such Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The __Each Debtor shall will at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the its Inventory in the ordinary course of its businessbusiness as presently conducted, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the any Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (i) 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted herebylien hereof and (y)_Equipment which is not necessary for, or of importance to, the proper conduct of any Debtor's business in the ordinary course and failure to repair or replace such Equipment would not be disadvantageous to the rights hereunder of the Agent and the Lenders. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; Equipment and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s Agent's prior written consent. (e) The Each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent unless otherwise permitted by the Required Lenders in their sole discretion; provided that no Debtor shall be obligated to cause the Agent's lien to be so noted or to deliver any such certificate of title to the Agent to the extent such certificate is held by another creditor with a purchase money security interest permitted by the Credit Agreement on the Collateral represented by such certificate. (f) Each Debtor shall at its own cost and expense cause any certificate of title evidencing any of the Collateral to be amended to reflect the current and correct name of such Debtor as and when required by applicable law, but in any event no later than such date on which such Debtor must renew its registration of such Collateral under applicable law. Each Debtor shall cause the lien of the Agent in such Collateral to continue to be duly noted on such amended or reissued certificate of title. (g) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule C attached hereto and as otherwise disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (gh) If any of the its Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the appropriate Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the such Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the its Inventory in the ordinary course of its business, DEN-181870-4 but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell obsolete, worn out or unusable Equipment which is concurrently replaced with similar Equipment at least equal in quality to the extent permitted under the Credit Agreement and condition subject to that sold and owned by the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyprepayment requirements thereof. (d) As of the time any Inventory or Equipment of Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured PartyAgent’s prior written consent. (e) The Upon Agent’s request, Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the Debtor’s Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate at a location set forth pursuant to Section 3(b) and as otherwise disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory of Debtor is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party Agent except to the extent the Secured Party Agent specifically requests the Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency operation thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (x) 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted herebyhereby and (y) Equipment to the extent permitted by Section 8.02 of the Credit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Secured Party’s Agent's prior written consent. (e) The Upon the Agent's or the Required Lenders' request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule C attached hereto or as otherwise hereafter disclosed to the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than extent permitted under the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Upon the Secured Party’s request, the Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule E attached hereto and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment (except for Equipment that has become obsolete or of immaterial value) so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, sell obsolete, worn out or unusable otherwise dispose of Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to that sold and owned the extent permitted by the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyLoan Agreement. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement Agreement, to the extent applicable to such Inventory and Equipment, are true and correct in all material respects with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(bPermitted Collateral Location, except for Inventory and Equipment which (x) hereofin the ordinary course of the Debtor’s business is in transit between Permitted Collateral Locations, (y) in the ordinary course of the Debtor’s business is out for repair or (z) is otherwise in de minimis in value; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Upon the Secured Party’s request, the Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and as otherwise disclosed to the Secured Party in writing, none None of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture, except for Equipment from time to time (i) located on real estate subject to a mortgage in favor of the Secured Party, (ii) located on real property described on Schedule D, or (iii) disclosed to the Secured Party in writing prior to such Equipment becoming a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, to the extent required by the Loan Agreement or upon Secured Party’s request, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentParty.

Special Provisions Re: Inventory and Equipment. (a) The Debtor Guarantor shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements replacements, and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor Guarantor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyLender, use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the DebtorGuarantor. (c) The Debtor Guarantor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyLender, 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 the extent permitted by the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of Guarantor becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor Guarantor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor Guarantor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor Guarantor warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured PartyLender’s prior written consent. (e) The Debtor Upon the Lender’s request, Guarantor shall at its own cost and expense cause the lien of the Secured Party Lender in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyLender. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Secured Party Lender and the Lender in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor Guarantor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentLender.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, sell obsolete, worn out or unusable otherwise dispose of Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to that sold and owned the extent permitted by Section 8.10 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the relevant Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory owned by it is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Upon the Secured Party’s request, each Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule D attached hereto and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the such Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintainedmaintained except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume consume, sell and sell the lease Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell obsolete, worn out or unusable Equipment which is concurrently replaced in accordance with similar Equipment at least equal in quality and condition to that sold and owned by Section 8.10 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at at, or in transit to, a location set forth pursuant to permitted by Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no material portion of its Inventory is or will be consigned to any other person Person without the Secured Party’s Agent's prior written consent. (e) The Upon the Agent's request, in accordance with Section 4 of the Credit Agreement, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on SCHEDULE D attached hereto or as otherwise hereafter disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory in an aggregate amount of $100,000 or greater is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall will at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the its Inventory in the ordinary course of its businessbusiness as presently conducted, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the any Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (i) 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted herebylien hereof and (y) Equipment which is not necessary for, or of importance to, the proper conduct of any Debtor's business in the ordinary course and failure to repair or replace such Equipment would not be disadvantageous to the rights hereunder of the Agent and the Banks. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; Equipment and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s Agent's prior written consent. (e) The Each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent unless otherwise permitted by the Required Banks in their sole discretion; PROVIDED THAT no Debtor shall be obligated to cause the Agent's lien to be so noted or to deliver any such certificate of title to the Agent to the extent such certificate is held by another Bank with a purchase money security interest permitted by the Credit Agreement on the Collateral represented by such certificate. (f) Each Debtor shall at its own cost and expense cause any certificate of title evidencing any of the Collateral to be amended to reflect the current and correct name of such Debtor as and when required by applicable law, but in any event no later than such date on which such Debtor must renew its registration of such Collateral under applicable law. Each Debtor shall cause the lien of the Agent in such Collateral to continue to be duly noted on such amended or reissued certificate of title. (g) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule C attached hereto and as otherwise disclosed to the Secured Party Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (gh) If any of the its Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the appropriate Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment (other than obsolete, worn-out or redundant Equipment) in good repair, working order order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements replacements, and additions to the its Equipment (other than obsolete, worn-out or redundant Equipment) so that the efficiency thereof shall be fully preserved and maintained. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, 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 the extent not prohibited by the Debtor free of any lien, charge or encumbrance other than Credit Agreement and the security interest granted herebySenior Note Agreements. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth or otherwise disclosed or to be disclosed pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured Party’s Agent's prior written consent. (e) The If an Event of Default has occurred and is continuing and the Agent or the Secured Creditors so request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Agent and the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Debtor Borrower shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements replacements, and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor Borrower may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyLender, use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the DebtorBorrower. (c) The Debtor Borrower may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyLender, 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 the extent permitted by the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of Borrower becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor Borrower shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor Borrower set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor Borrower warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured PartyLender’s prior written consent. (e) The Debtor Upon the Lender’s request, Borrower shall at its own cost and expense cause the lien of the Secured Party Lender in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyLender. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Secured Party Lender and the Lender in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor Borrower to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentLender.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency operation thereof shall be fully preserved and maintainedmaintained to the extent necessary for the operation of the Debtor's business. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (x) 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted herebyhereby and (y) Equipment to the extent permitted by the Credit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Secured Party’s Agent's prior written consent. (e) The Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained, except to the extent that, in the reasonable business judgment of such Debtor, any of such Equipment is no longer necessary or useful to the conduct of its business in the ordinary course. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the such Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (x) 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted herebyhereby and (y) Equipment to the extent permitted by Section 7.16 of the Credit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Secured Party’s Agent's prior written consent. (e) The Upon the Agent's or the Required Lenders' request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment consisting of water treatment systems and other leasehold improvements, and except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule C attached hereto or as otherwise hereafter disclosed to the Secured Party Agent and the Lenders in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor[Reserved]. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby[Reserved]. (d) As of the time any Inventory or Equipment of any Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b4(b) hereof; hereof and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured PartyAdministrative Agent’s prior written consent. (e) The Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party[Reserved]. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule D attached hereto and as otherwise disclosed to the Secured Party Administrative Agent in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixtureFixture. (g) If any of the Inventory of any Debtor is at any time evidenced by a document of title, such document shall be promptly delivered by the such Debtor to the Secured Party Administrative Agent except to the extent the Secured Party Administrative Agent specifically requests the such Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) The Debtor shall at its own cost and expense maintain, keep and preserve the Inventory in good and merchantable condition and keep and preserve the Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured Party, 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 Debtor free of any lien, charge or encumbrance other than the security interest granted hereby. (d) As of the time any Inventory or Equipment becomes subject to the security interest provided for hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s 's prior written consent. (e) The Upon the Secured Party's request, the Debtor shall at its own cost and expense cause the lien of the Secured Party in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall cause all such certificates of title and evidences of lien to be deposited with the Secured Party. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate on Schedule B attached hereto and as otherwise disclosed to the Secured Party in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such document.. -13-

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) The Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by the Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, use, consume, sell obsoleteand lease the Inventory in the ordinary course of its business, worn out provided that any transfer or unusable Equipment which sale of Inventory in satisfaction, partial or complete, of a debt owing by such Debtor shall be made for fair market value. (c) Each Debtor may, until an Event of Default has occurred and is concurrently replaced with similar Equipment at least equal in quality continuing and condition to that sold and owned thereafter until otherwise notified by the Debtor free Agent, sell Equipment to the extent permitted by Section 8.10 of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, other than any Inventory with an aggregate fair market value not to exceed $2,000,000 at any time which is temporarily located in the case of Inventory, such Inventory is new and unused and in good and merchantable conditionwarehouses not owned by a Debtor. The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Secured PartyAgent’s prior written consent. (e) The Upon the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D attached hereto or as otherwise hereafter disclosed to the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAgent.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense take commercially reasonable measures to maintain, keep and preserve the its Inventory located at its facilities in good and merchantable condition condition, subject to annual shrinkage not to exceed 5%, and the Debtors shall take commercially reasonable measures designed to cause third parties taking Inventory on consignment or storage to maintain, keep and preserve the such Inventory. Each Debtor shall keep and preserve its Equipment in good repair, working order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all commercially reasonable, necessary and proper repairs, replacements and additions to the its Equipment so that the efficiency thereof shall be fully preserved and maintainedmaintained in all material respects. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured PartyAgent, use, consume and sell the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by such Debtor, provided that a transfer or sale of Inventory as part of product swaps or payment in kind transactions made in the ordinary course of business shall not constitute a transfer or sale in satisfaction of a debt owing by a Debtor. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAgent, sell (x) obsolete, worn out or unusable Equipment which is concurrently replaced with similar and (y) Equipment at least equal in quality and condition to that sold and owned the extent permitted by Section 7.12 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. The Debtor warrants and agrees that no Inventory is or will be consigned to any other person without the Secured Party’s prior written consent. (e) The Upon the Agent's or the Secured Creditors' request and if the aggregate value of all Collateral subject to a certificate of title law exceeds $3,000,000, each Debtor shall at its own cost and expense cause the lien of the Secured Party Agent in and to any portion of the its Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and shall will cause all such certificates of title and evidences of lien to be deposited with the Secured PartyAgent. (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and as otherwise disclosed to the Secured Party in writing, none None of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except Agent; provided, however, that prior to the extent existence of a Default or Event of Default and thereafter until otherwise required by the Agent or the Secured Party specifically requests the Creditors, a Debtor shall not be required to do so with respect to deliver any such documentdocument of title if and only so long as the aggregate value of Inventory evidenced thereby that have not been delivered to the Agent under the Collateral Documents is less than $1,000,000 at any time.

Special Provisions Re: Inventory and Equipment. (a) The Each Debtor shall at its own cost and expense maintain, keep keep, and preserve the its Inventory in good and merchantable condition and keep and preserve the its Equipment in good repair, working order order, and condition, ordinary wear and tear tear, casualty and condemnation excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements and additions subject to the Equipment so that limitations of Section 6.3 of the efficiency thereof shall be fully preserved and maintainedCredit Agreement. (b) The Each Debtor may, until an Event of Default has occurred and is continuing and which has not been waived in writing by the Secured Party and thereafter until otherwise notified by the Secured Party, shall use, consume consume, sell, and sell lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing as otherwise permitted by the Debtorterms of the Credit Agreement. (c) The Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Secured PartyAdministrative Agent in writing, 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 the extent permitted by Section 6.13 of the Debtor free of any lien, charge or encumbrance other than the security interest granted herebyCredit Agreement. (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, the such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition4(b). The Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person without the Secured PartyAdministrative Agent’s prior written consent. (e) The Subject to Section 4.1 of the Credit Agreement, and upon the Administrative Agent’s or the Secured Creditors’ written request, each Debtor shall at its own cost and expense cause the lien Lien of the Secured Party Administrative Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien Lien and shall will cause all such certificates of title and evidences of lien Lien to be deposited with the Secured PartyAdministrative Agent (and, until so delivered, such Debtor shall hold such certificates of title in trust for the benefit of the Administrative Agent pursuant to the terms of this Agreement). (f) Except for Equipment from time to time located on the real estate described in the Perfection Certificate and on Schedule D or as otherwise hereafter disclosed to the Administrative Agent and the Secured Party Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture. (g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Secured Party except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such documentAdministrative Agent.