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 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 of the Equipment taken as a whole shall be fully preserved and maintained. (b) Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person or entity without the Agent’s prior written consent. (c) At the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the 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 Agent. (d) In the event the Equipment, or any part thereof, is or 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. (e) 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 Agent.

Special Provisions Re: Inventory and Equipment. (a) Each The 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 of the Equipment taken as a whole thereof shall be fully preserved and maintained. (b) Each 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 or entity without the AgentSecured Party’s prior written consent. (ce) At the Agent’s request, each The Debtor shall at its own cost and expense cause the lien of the 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 AgentSecured Party. (df) In Except for Equipment from time to time located on the event real estate described in the EquipmentPerfection Certificate and as otherwise disclosed to the Secured Party in writing, or any part thereof, none of the Equipment is or may will 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. (eg) 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 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 all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of the its Equipment in good repair, working order 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 replacements, and additions to the its Equipment so that the overall efficiency of the Equipment taken as a whole 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 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) 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 pursuant to Section 4(b) hereof. Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Agent’s prior written consent. (cd) At Except for Equipment from time to time located at the Agent’s requestlocations listed on Schedule A attached hereto or as otherwise hereafter disclosed to the Agent and the Secured Creditors in writing, each Debtor shall at its own cost and expense cause the lien none of the 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 Agent. (d) In the event the Equipment, or any part thereof, Equipment is or may will 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. (e) 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 Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep keep, and preserve all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of the its Equipment in good repair, working order 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 of the Equipment taken as a whole 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 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 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(b) hereof. Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Agent’s prior written consent. (ce) At 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 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 Agent. (df) In Except for Equipment from time to time located on the event real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the EquipmentAgent in writing, or any part thereof, none of the Equipment is or may will 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. (eg) 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 Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep and preserve all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of the its 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 its Equipment so that the overall efficiency of the Equipment taken as a whole thereof shall be fully preserved and maintained, except, in each as expressly permitted under the Credit Agreement. (b) Each Debtor may, until otherwise notified by the Agent following the occurrence and during the continuance of an Event of Default, use, 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 such Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Agent, 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 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 such Debtor set forth in this 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 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 no Inventory owned by it is or will be consigned to any other person or entity without the Agent’s prior written consent. (ce) At 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 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 shall cause all such certificates of title and evidences of lien to be deposited with the Agent. (df) In Except for Equipment from time to time located on the event real estate described on Schedule D attached hereto and as otherwise disclosed to the EquipmentAgent in writing, or any part thereof, none of the Equipment is or may will 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. (eg) 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 AgentAgent except to the extent the Agent 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 and preserve all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of the its 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 its Equipment so that the overall efficiency of the Equipment taken as a whole 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) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Agent, use, consume, sell and 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 such Debtor. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Agent, sell Equipment in accordance with 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, or in transit to, a location permitted by Section 3(b) hereof. Each Debtor warrants and agrees that no material portion of its Inventory is or will be consigned to any other person or entity Person without the Agent’s 's prior written consent. (ce) At Upon the Agent’s '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 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 Agent. (df) In Except for Equipment from time to time located on the event real estate described on SCHEDULE D attached hereto or as otherwise hereafter disclosed to the EquipmentAgent in writing, or any part thereof, none of the Equipment is or may will 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. (eg) If any of the Inventory in an aggregate amount of $100,000 or greater 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 Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense maintain, keep and preserve all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of the its 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 such Equipment so that the overall efficiency of the Equipment taken as a whole 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 Agent, use, consume and sell 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 Debtor. (c) Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by Agent, sell Equipment to the extent permitted under the Credit Agreement and subject to the prepayment 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, Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of Debtor set forth in this 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 in good and merchantable condition. Debtor warrants and agrees that no Inventory is or will be consigned to any other person or entity without the Agent’s prior written consent. (ce) At the Upon Agent’s request, each Debtor shall at its own cost and expense cause the lien of the 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 will shall cause all such certificates of title and evidences of lien to be deposited with the Agent. (df) In Except for Equipment from time to time located at a location set forth pursuant to Section 3(b) and as otherwise disclosed to Agent in writing, none of the event the Equipment, or any part thereof, Equipment is or may will 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. (eg) If any of the Inventory of Debtor 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 Agent except to the Agentextent Agent specifically requests 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 take commercially reasonable measures to maintain, keep and preserve all material portions of 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 all material portions of 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, will from time to time make all commercially reasonable, necessary and proper repairs, replacements and additions to the its Equipment so that the overall efficiency of the Equipment taken as a whole thereof shall be fully preserved and maintainedmaintained in all material respects. (b) Each Debtor warrants may, until an Event of Default has occurred and agrees that no Inventory is or will be consigned to any other person or entity without continuing and thereafter until otherwise notified by the Agent’s prior written consent, 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) At Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Agent’s request, sell (x) obsolete, worn out or unusable Equipment and (y) Equipment to the extent permitted by Section 7.12 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; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof. (e) 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 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 Agent. (df) In Except for Equipment from time to time located on the event real estate described on Schedule C attached hereto or as otherwise hereafter disclosed to the EquipmentSecured Creditors in writing, or any part thereof, none of the Equipment is or may will 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. (eg) 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 Agent; provided, however, that prior to the existence of a Default or Event of Default and thereafter until otherwise required by the Agent or the Secured Creditors, a Debtor shall not be required to deliver any such document 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) 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 of the Equipment taken as a whole thereof shall be fully preserved and maintained. (b) [Reserved]. (c) [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, 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; 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 in good and merchantable condition. Each Debtor warrants and agrees that no Inventory is or will be consigned to any other person or entity without the Administrative Agent’s prior written consent. (ce) At the Agent’s request, each Debtor shall at its own cost and expense cause the lien of the 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 Agent[Reserved]. (df) In Except for Equipment from time to time located on the event real estate described on Schedule D attached hereto and as otherwise disclosed to the EquipmentAdministrative Agent in writing, or any part thereof, none of the Equipment is or may will 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 AgentFixture. (eg) If any of the Inventory of any Debtor 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 such Debtor to the AgentAdministrative Agent except to the extent the Administrative Agent 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 all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of 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, will from time to time make all necessary and proper repairs, replacements and additions subject to the Equipment so that the overall efficiency limitations of Section 6.3 of the Equipment taken as a whole shall be fully preserved and maintainedCredit Agreement. (b) Each Debtor shall use, consume, sell, and lease the Inventory in the ordinary course of its business or as otherwise permitted by the terms of the Credit Agreement. (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Administrative Agent in writing, sell Equipment to the extent permitted by Section 6.13 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(b). Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Administrative Agent’s prior written consent. (ce) At 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 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 will cause all such certificates of title and evidences of lien Lien to be deposited with the AgentAdministrative 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). (df) In Except for Equipment from time to time located on the event real estate described on Schedule D or as otherwise hereafter disclosed to the EquipmentAdministrative Agent and the Secured Creditors in writing, or any part thereof, none of the Equipment is or may will 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. (eg) 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 Administrative Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Except as otherwise provided in the Credit Agreement, each Debtor shall at its own cost and expense maintain, keep keep, and preserve all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of the its Equipment in good repair, working order 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 of the Equipment taken as a whole 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 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 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(b) hereof. Each Debtor warrants and agrees that no none of its Inventory is or will be consigned to any other person or entity without the Agent’s prior written consent. (ce) At 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 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 Agent. (df) In Except for Equipment from time to time located on the event real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the EquipmentAgent in writing, or any part thereof, none of the Equipment is or may will 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. (eg) 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 Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Except as otherwise permitted by the Credit Agreement, each Debtor shall at its own cost and expense maintain, keep keep, and preserve all material portions of the its Inventory in good and merchantable condition and keep and preserve all material portions of the its Equipment in good repair, working order 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 replacements, and additions to the its Equipment so that the overall efficiency of the Equipment taken as a whole thereof shall be fully preserved and maintained. (b) Each Debtor warrants may, unless an Event of Default has occurred and agrees that no Inventory is or will be consigned to any other person or entity without continuing and thereafter until otherwise notified by the Agent’s prior written consent, sell Equipment to the extent permitted by Section 8.10 of the Credit Agreement. (c) At 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. (d) Subject to Section 4.2 of the Credit Agreement, upon the Agent’s or the Secured Creditors’ request, each Debtor shall at its own cost and expense cause the lien of the 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 Agent. (d) In the event the Equipment, or any part thereof, is or 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. (e) 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 Agent.

Special Provisions Re: Inventory and Equipment. (a) Each Debtor shall at its own cost and expense take commercially reasonable measures to maintain, keep and preserve all material portions of 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 all material portions of 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, will from time to time make all commercially reasonable, necessary and proper repairs, replacements and additions to the its Equipment so that the overall efficiency of the Equipment taken as a whole thereof shall be fully preserved and maintainedmaintained in all material respects. (b) Each Debtor warrants may, until an Event of Default has occurred and agrees that no Inventory is or will be consigned to any other person or entity without continuing and thereafter until otherwise notified by the Agent’s prior written consent, 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) At Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Agent’s request, sell (x) obsolete, worn out or unusable Equipment and (y) Equipment to the extent permitted by Section 7.12 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; that all of such Inventory and Equipment is located at a location set forth pursuant to Section 3(b) hereof. (e) 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 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 Agent. (df) In None of the event the Equipment, or any part thereof, Equipment is or may will 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. (eg) 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 Agent; provided, however, that prior to the existence of a Default or Event of Default and thereafter until otherwise required by the Agent or the Secured Creditors, a Debtor shall not be required to deliver any such document 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.