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

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, and 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 such Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, sell 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b) hereof. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person without the Collateral Agent’s prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Debtor shall at its own cost and expense cause the lien of the 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall The Company will at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor The Company may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease 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 Debtorthe Company. (c) Each Debtor The Company may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, sell (i) obsolete, worn out or unusable Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to the extent permitted that sold and owned by the Credit AgreementCompany free of any lien, charge or encumbrance other than the security interest granted hereby 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 of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, such Debtor the Company shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor the Company set forth in this 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 4(b3(b) hereof. Each Debtor The Company warrants and agrees that none of its no Inventory is or will be consigned to any other person or entity without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ 's request, each Debtor the Company shall at its own cost and expense cause the lien of the 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D B attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Company to the Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its 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) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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 such Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell or otherwise dispose of 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, such the relevant Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each Debtor warrants and agrees that none of its no Inventory owned by it is or will be consigned to any other person without the Collateral AgentSecured Party’s prior written consent. (e) Upon the Collateral AgentSecured Party’s or the Secured Creditors’ reasonable request, each Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral AgentSecured Party.

Special Provisions Re: Inventory and Equipment. (a) Each The Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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 the Debtor. (c) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell obsolete, worn out or unusable Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to the extent permitted that sold and owned by the Credit AgreementDebtor 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, such the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such the 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 4(b3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each The Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral AgentSecured Party’s prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each The Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D E attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral AgentSecured 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) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, sell and 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 provided that any transfer or sale of Inventory in satisfaction, partial or complete, of a debt owing by such DebtorDebtor shall be made for fair market value. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, sell 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof, other than any Inventory with an aggregate fair market value not to exceed $2,000,000 at any time which is temporarily located in warehouses not owned by a Debtor. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person or entity without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ 's request, each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each The Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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 the Debtor. (c) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell obsolete, worn out or unusable Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to the extent permitted that sold and owned by the Credit AgreementDebtor 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, such the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such the Debtor set forth in this 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 4(b3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and -13- merchantable condition. Each The Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral Agent’s Secured Party's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ Party's request, each the Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D B attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral AgentSecured 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) Each The Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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 the Debtor. (c) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell Equipment to the extent permitted by under 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, such the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such the 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 4(b3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each The Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral AgentSecured Party’s prior written consent. (e) Upon the Collateral AgentSecured Party’s or the Secured Creditors’ request, each the Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D E attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral AgentSecured 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) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, sell and 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 provided that any transfer or sale of Inventory in satisfaction, partial or complete, of a debt owing by such DebtorDebtor shall be made for fair market value. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, sell 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof, other than any Inventory with an aggregate fair market value not to exceed $2,000,000 at any time which is temporarily located in warehouses not owned by a Debtor. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person or entity without the Collateral Agent’s prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each The Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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 the Debtor. (c) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured 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 hereby and (ii) Equipment which is not necessary for or of importance to the extent permitted by proper conduct of the Credit AgreementDebtor'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 of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, such the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such the 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 4(b2(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each The Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral Agent’s Secured Party's prior written consent. (e) Upon the Collateral Agent’s or Unless the Secured Creditors’ requestParty requests otherwise, each the Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral AgentSecured 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) Each Except as expressly permitted by the Credit Agreement, each Debtor shall will at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve its Equipment in good repair, working order, order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements, replacements and additions to its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease the sell 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 such any Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, sell or otherwise dispose of Equipment as and to the extent permitted by Section 8.18 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, such each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Agent 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 Agentrepresented 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 on Schedule D C attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured 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. (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 relevant appropriate Debtor to the Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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 the Debtor. (c) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell obsolete, worn out or unusable Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to the extent permitted that sold and owned by the Credit AgreementDebtor 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, such the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such the Debtor set forth in this 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 4(b3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each The Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral Agent’s Secured Party's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ Party's request, each the Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D B attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral Agent.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) Each Debtor shall will at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve its Equipment in good repair, working order, order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements, replacements and additions to its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease the sell 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 such any Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, 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 such Debtor free of any lien, charge or encumbrance other than the lien 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 extent permitted by rights hereunder of the Credit AgreementSecured Creditors. (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, such each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Agent 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 Agentrepresented 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 on Schedule D C attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured 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. (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 relevant appropriate Debtor to the Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall will at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve its Equipment in good repair, working order, order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements, replacements and additions to its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease the sell 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 such any Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, 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 such Debtor free of any lien, charge or encumbrance other than the lien 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 extent permitted by rights hereunder of the Credit AgreementAgent and the Banks. (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, such each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Agent 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 Agentrepresented 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 on Schedule D C attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured 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. (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 relevant appropriate Debtor to the Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency operation thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease 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. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted hereby 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person or entity without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s 's or the Secured Creditors’ Required Lenders' request, each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D C attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve 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 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) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease 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. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted hereby 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person or entity without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s 's or the Secured Creditors’ Required Lenders' request, each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (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 on Schedule D C attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each The Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its 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) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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 the Debtor. (c) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell or otherwise dispose of Equipment to the extent permitted by the Credit Loan 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, such the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such the Debtor set forth in this 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; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 4(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 in good and merchantable condition. Each The Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral AgentSecured Party’s prior written consent. (e) Upon the Collateral AgentSecured Party’s or the Secured Creditors’ request, each the Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 relevant Debtor to the Collateral AgentSecured Party.

Special Provisions Re: Inventory and Equipment. (a) __Each Debtor shall will at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve its Equipment in good repair, working order, order and condition, ordinary wear and tear excepted, and, and without limiting the foregoing, foregoing make all necessary and proper repairs, replacements, replacements and additions to its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease the sell 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 such any Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, 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 such Debtor free of any lien, charge or encumbrance other than the lien 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 extent permitted by rights hereunder of the Credit AgreementAgent and the Lenders. (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, such each Debtor shall be deemed to have warranted as to any and all of such its Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Agent 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 Agentrepresented 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 on Schedule D C attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured 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. (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 relevant appropriate Debtor to the Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the Equipment in good repair, working order, order and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and 726830840.4 18564250 proper repairs, replacements, replacements and additions to its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentBank, use, consume, sell, consume and lease 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. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentBank, 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 such Debtor free of any lien, charge or encumbrance other than the extent permitted by the Credit Agreementsecurity 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, such each Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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); and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral AgentBank’s prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Debtor The Debtors shall at its their own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentBank. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 relevant applicable Debtor to Bank except to the Collateral Agentextent Bank specifically requests such Debtor not to do so with respect to any such document.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve 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 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) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease 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. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted hereby 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person or entity without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each Debtor shall at its own cost and expense cause the lien of the 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each The Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agentcontinuing, use, consume, sell, consume and lease 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 the Debtor. (c) Each The Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell obsolete, worn out or unusable Equipment which is concurrently replaced with similar Equipment at least equal in quality and condition to the extent permitted that sold and owned by the Credit AgreementDebtor 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, such the Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such the 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 4(b3(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each The Debtor warrants and agrees that none of its no Inventory is or will be consigned to any other person without the Collateral AgentSecured Party’s prior written consent. (e) Upon the Collateral Agent’s or the Secured Creditors’ request, each The Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral AgentSecured 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) Each Debtor shall at its own cost and expense maintain, keep, and preserve its Inventory in good and merchantable condition and keep and preserve its Equipment (other than obsolete, worn-out or redundant 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 its Equipment (other than obsolete, worn-out or redundant Equipment) so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, and 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 such Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, sell Equipment to the extent permitted not prohibited by the Credit AgreementAgreement and the Senior 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b) hereof. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person without the Collateral Agent’s 's prior written consent. (e) Upon If an Event of Default has occurred and is continuing and the Collateral Agent’s Agent or the Secured Creditors’ Creditors so request, each Debtor shall at its own cost and expense cause the lien of the 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor Guarantor shall at its own cost and expense maintain, keep, and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor Guarantor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentLender, use, consume, sell, and 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 such DebtorGuarantor. (c) Each Debtor Guarantor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentLender, sell Equipment to the extent permitted by the Credit Agreement. (d) As of the time any Inventory or Equipment of a Debtor Guarantor becomes subject to the security interest provided for hereby and at all times thereafter, such Debtor Guarantor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor Guarantor set forth in this 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 4(b) hereof. Each Debtor Guarantor warrants and agrees that none of its Inventory is or will be consigned to any other person without the Collateral AgentLender’s prior written consent. (e) Upon the Collateral AgentLender’s or the Secured Creditors’ request, each Debtor Guarantor shall at its own cost and expense cause the lien of the Collateral Agent 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentLender. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent Lender and the Secured Creditors 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 relevant Debtor Guarantor to the Collateral AgentLender.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor Borrower shall at its own cost and expense maintain, keep, and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor Borrower may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentLender, use, consume, sell, and 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 such DebtorBorrower. (c) Each Debtor Borrower may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentLender, sell Equipment to the extent permitted by the Credit Agreement. (d) As of the time any Inventory or Equipment of a Debtor Borrower becomes subject to the security interest provided for hereby and at all times thereafter, such Debtor Borrower shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor Borrower set forth in this 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 4(b) hereof. Each Debtor Borrower warrants and agrees that none of its Inventory is or will be consigned to any other person without the Collateral AgentLender’s prior written consent. (e) Upon the Collateral AgentLender’s or the Secured Creditors’ request, each Debtor Borrower shall at its own cost and expense cause the lien of the Collateral Agent 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentLender. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Collateral Agent Lender and the Secured Creditors 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 relevant Debtor Borrower to the Collateral AgentLender.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its Inventory in good and merchantable condition and keep and preserve 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 its Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, use, consume, sell, consume and lease 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. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral Agent, 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 such Debtor free of any lien, charge or encumbrance other than the security interest granted hereby 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, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b3(b) hereof. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person or entity without the Collateral Agent’s 's prior written consent. (e) Upon the Collateral Agent’s 's or the Secured Creditors’ ' request, each Debtor shall at its own cost and expense cause the lien of the Collateral 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 will cause all such certificates of title and evidences of lien to be deposited with the Collateral Agent. (f) Except for Equipment from time to time located on the real estate described on Schedule D C attached hereto or as otherwise hereafter disclosed to the Collateral Agent and the Secured 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 Collateral Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep, keep and preserve its the Inventory in good and merchantable condition and keep and preserve its the 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 its the Equipment so that the efficiency thereof shall be fully preserved and maintained. (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, use, consume, sell, consume and lease 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. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Collateral AgentSecured Party, sell or otherwise dispose of 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, such the relevant Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this 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 4(b) hereof; and that, in the case of Inventory, such Inventory is new and unused and in good and merchantable condition. Each Debtor warrants and agrees that none of its no Inventory owned by it is or will be consigned to any other person without the Collateral AgentSecured Party’s prior written consent. (e) Upon the Collateral AgentSecured Party’s or the Secured Creditors’ request, each Debtor shall at its own cost and expense cause the lien of the Collateral Agent 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Collateral AgentSecured Party. (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or and as otherwise hereafter disclosed to the Collateral Agent and the Secured Creditors 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 Collateral AgentSecured Party except to the extent the Secured Party specifically requests such Debtor not to do so with respect to any such document.