Common use of As to Equipment and Inventory and Goods Clause in Contracts

As to Equipment and Inventory and Goods. Each Grantor hereby agrees that it shall (a) keep all of the Equipment and Inventory (other than Inventory sold in the ordinary course of business) and Goods located in a jurisdiction within the United States of America or its offshore waters where all representations and warranties set forth in Article III shall be true and correct in all material respects (unless already qualified by materiality or Material Adverse Change in the text thereof, in which case, such representations and warranties shall be true and correct in all respects), and all action required pursuant to the second sentence of Section 4.11 shall have been taken with respect to the Equipment, Inventory and Goods, and (b) pay promptly when due all material property Taxes and other material Taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment, Inventory and Goods, except to the extent the validity thereof is being diligently contested in good faith by appropriate proceedings, and with respect to which adequate reserves in conformity with GAAP have been provided. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default and if requested by the Collateral Agent, each Grantor agrees to take such action, including endorsing certificates of title or executing applications for transfer of title, as is reasonably required by the Collateral Agent to enable it to properly perfect and protect its Lien on all Certificated Equipment and to transfer the same.

As to Equipment and Inventory and Goods. Each Grantor hereby agrees that it shall (a) keep all of the Equipment and Inventory (other than Inventory sold in the ordinary course of business) and Goods located in a jurisdiction within the United States of America or its offshore waters where all representations and warranties set forth in Article III shall be true and correct in all material respects (unless already qualified by materiality or Material Adverse Change in the text thereof, in which case, such representations and warranties shall be true and correct in all respects)correct, and all action required pursuant to the second sentence of Section 4.11 4.12 shall have been taken with respect to the Equipment, Equipment and Inventory and Goods, and (b) pay promptly when due all material property Taxes and other material Taxestaxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment, Equipment and Inventory and Goods, except to the extent the validity thereof is being diligently contested in good faith by appropriate proceedings, proceedings and with respect to for which adequate reserves in conformity accordance with GAAP have been providedset aside. Subject Notwithstanding the foregoing, the Grantors may keep Equipment, Inventory and Goods located in a jurisdiction outside of the United States of America or its offshore waters so long as the aggregate book value of the Equipment, Inventory and Goods located in such foreign jurisdictions does not exceed $2,500,000 at any time. With respect to Certificated Equipment now or hereafter owned by a Grantor, such Grantor shall not be required to deliver such title to the terms Administrative Agent or take any other action to enable the Administrative Agent perfect its Lien in such Equipment; provided that if (i) a Default has occurred and is continuing, (ii) the value of such Certificated Equipment is used in determining the Intercreditor AgreementOLV of Fixed Assets under the Credit Agreement or (iii) the aggregate value of Certificated Equipment as to which the relevant certificates of title have not been endorsed and delivered to the Administrative Agent shall exceed $3,000,000, upon the occurrence and during the continuance of an Event of Default and if requested by the Collateral Agent, each then such Grantor agrees to take such action (or cause its Subsidiaries to take such action), including endorsing certificates of title or executing applications for transfer of title, as is reasonably required by the Collateral Administrative Agent to enable it to properly perfect and protect its Lien on all such Certificated Equipment and to transfer the same.