Common use of As to Equipment and Inventory Clause in Contracts

As to Equipment and Inventory. Such Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) days’ prior written notice to the Secured Party, at such other places in a jurisdiction where all representations and warranties set forth in Article III shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”); (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each Inventory sold in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyAgent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Agent a statement respecting any material loss or damage to any of the EquipmentEquipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (cd) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP Generally Accepted Accounting Principles have been set aside.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each Agreement in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) days’ prior written notice to the Secured Party, at such other places in a jurisdiction within the United States where all representations and warranties set forth in Article III shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”); (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each Inventory sold in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyAgent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Agent a statement respecting any material loss or damage to any of the EquipmentEquipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) 30 days’ prior written notice to the Secured PartyAgent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.1) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when newnew or acquired, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practicemanual; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, but subject to the terms and conditions of the applicable Service Agreement, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; , provided such Equipment, in the reasonable business judgment of the Grantor, still is required for the operation of the business of the Grantor, and promptly furnish to the Secured Party Agent a statement respecting any material loss or damage to any of the EquipmentEquipment which is an amount greater than $25,000 not otherwise covered by insurance; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such Grantor The Borrower hereby covenants and agrees that it shallwill, with respect to all of the following property constituting its Security Agreement Collateral: (a) keep all the Equipment and Inventory (other than (i) worn-out and no longer used or useful Equipment, (ii) Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each leased in the ordinary course of business, or except as otherwise provided (iii) other immaterial amounts stored at subcontractors' places of business, and (iv) evaluation, clinical, research, rental and demonstration units distributed to users in the Credit Agreement or any ordinary course of the other Loan Documentsbusiness) at the places therefor specified in Section 3.1.1 hereof SECTION 3.1 or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyBank, at such other places in a jurisdiction jurisdictions where all representations and warranties set forth in Article III shall be true and correct, and all action required by the Bank pursuant to the first sentence of Section 4.1.7 hereof SECTION 4.1 shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b) cause the Equipment to be maintained and preserved in the same condition, repair repair, and working order as when new, ordinary wear and tear and worn-out and no longer used or useful Equipment excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwithshall, or in the case of any loss or damage to any of the EquipmentEquipment (of which notice shall be given to the Bank promptly, if such loss or damage is material) as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, replacements and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; and; (c) pay promptly when due prior to the date they become delinquent all property and other taxes, assessments assessments, and governmental charges or levies in the aggregate imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings faith; and (d) permit representatives of the Bank at any time during normal business hours to enter on the premises where its Security Agreement Collateral is located for the purpose of inspecting the books and for which adequate reserves records and its Security Agreement Collateral, observing its use or otherwise protecting the Bank's interests therein PROVIDED THAT prior to an Event of Default, the foregoing shall occur not more than once in accordance with GAAP have been set asideany 3 month period.

As to Equipment and Inventory. Such Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) 30 days’ prior written notice to the Secured PartyAdministrative Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”); provided, however, that such Grantor may move and/or maintain certain items of Equipment at locations other than at Specified Locations, so long as the value of Collateral of this type of such Grantor and each other Grantor and similar Collateral (as defined in the Borrower Security Agreement) of the Borrower shall not exceed $2,000,000 at any time; (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Administrative Agent a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such Each Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places specified therefor specified in Section 3.1.1 hereof Schedules D-3 attached to Exhibit D hereto or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyAgent and as otherwise provided for in Section 5, at such other places in a jurisdiction jurisdictions where all representations and warranties set forth in Article III shall be true and correct, and all necessary action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken to assure the continuation of the perfection of the security interest of the Agent (for its benefit and the ratable benefit of the DIP Lenders) with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b) subject to provisions of the DIP Credit Agreement, maintain or cause the Equipment to be maintained in good repair, working order and preserved in the same condition, repair and working order as when new, excepting ordinary wear and tear exceptedand damage due to casualty, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any all of the Equipment, and make or cause to be made all appropriate repairs, renewals and replacements thereof, to the extent not obsolete and consistent with past practice of such Grantor, as quickly as practicable after the occurrence thereof, make of any loss or cause to be made all repairs, replacements, and other improvements in connection therewith which damage thereto that are necessary or reasonably desirable to such end; and promptly furnish , except where the failure to the Secured Party a statement respecting any material loss or damage to do any of the Equipment; andforegoing would not result in a material adverse effect on the assets, properties or condition (financial or otherwise) of the Grantors, taken as a whole; (ci) pay promptly when due all property and other taxesas soon as practicable after the date hereof, assessments and governmental charges in the case of Equipment now owned constituting goods in which a security interest is perfected by a notation on the certificate of title or levies imposed uponsimilar evidence of the ownership of such goods, and (ii) within 10 days of acquiring any other similar Equipment (x) having a value in excess of $200,000 or (y) having a value in excess of $100,000, if the aggregate of all claims (including claims such items owned by the Grantors at any time is greater than $1,000,000, deliver to the Agent any and all certificates of title, applications for labor, materials title or similar evidence of ownership of such Equipment and supplies) against, shall cause the Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Each Grantor shall promptly inform the Agent of any additions to or deletions from the Equipment and shall not permit any such items to become a fixture to real estate; (d) as soon as practicable after the date hereof, at its own cost and expense, cause to be plainly, distinctly, permanently and conspicuously placed, fastened or painted upon each side of each item of Rolling Stock a legend in letters not less than one inch in height bearing such words as the Agent may request indicating the Lien over and security interest in such Rolling Stock created hereby. Each Grantor may permit the Rolling Stock to be operated within the United States, but shall not permit the Rolling Stock to be operated outside the boundaries of the continental United States; (e) within five (5) Business Days after entering into, amending, modifying or terminating any Rolling Stock Lease, deliver a copy of such Rolling Stock Lease, amendment or modification or notice of such termination to the Agent; (f) not, without the prior written consent of the Required DIP Lenders, sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any Equipment or Inventory except that, subject to the rights of the Agent and the DIP Lenders hereunder if an Event of Default has occurred and be continuing, the Grantors may (i) sell, lease or exchange Inventory and obsolete, unused or unnecessary Equipment, in each case in the ordinary course of business, and (ii) consummate any disposition of assets permitted by the terms of the DIP Credit Agreement; (g) until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: (i) perform any and all reasonable actions requested by the Agent to enforce the Agent's security interest in the Inventory and all of the Agent's rights hereunder, such as leasing warehouses to the Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to the Agent warehouse receipts and documents of title in the Agent's name; and (ii) if any Inventory is in the possession or control of any warehouseman, bailee or any of the Grantors' agents, contractors or processors or any other third party, notify the Agent thereof and notify such agents, contractors or processors or third parties of the Agent's security interest therein and, upon request of the Agent acting on the instruction of the Required DIP Lenders, instruct them to hold all such Inventory for the Agent and such Grantor's account, as their interests may appear, and subject to the Agent's instructions. At any time when an Event of Default has occurred and is continuing, the Agent shall have the right to hold all Inventory subject to the Security Interest granted hereunder and the right to take possession of the Inventory or any part thereof and to maintain such possession on a Grantor's premises or to remove any or all of the Inventory to such other place or places as the Agent desires in its sole discretion. If the Agent exercises its right to take possession of the Inventory, except such Grantor, upon the Agent's demand, will assemble the Inventory and make it available to the extent the validity thereof Agent at such Grantor's premises at which it is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set asidelocated.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section SECTION 3.1.1 hereof or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyAdministrative Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article ARTICLE III shall be true and correct, and all action required pursuant to the first sentence FIRST SENTENCE of Section SECTION 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “"SPECIFIED LOCATIONS"); PROVIDED, HOWEVER, that the Grantor may move and/or maintain certain items of Equipment at locations other than at Specified Locations”)Locations so long as the value of Collateral of this type of the Grantor and similar Collateral (as defined in the Subsidiary Security Agreement) of the Guarantors, shall not exceed $2,000,000 at any time; (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s 's manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Administrative Agent a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such Grantor Company hereby agrees that it shall: : (ai) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor therefore specified in Section 3.1.1 hereof Paragraph 9(a) above or, upon thirty (30) 30 days’ prior written notice to the Secured PartyAdministrative Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III Paragraph 9 (including Paragraph 9(f)) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof Paragraph 10(h) below shall have been taken with respect to the Equipment and Inventory Inventory; (collectivelyii) except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect, “Specified Locations”); (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practicemanual; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Administrative Agent a statement respecting any material loss or damage to any of the Equipment; and and (ciii) promptly pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a) : keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each Agreement in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) days’ prior written notice to the Secured Party, at such other places in a jurisdiction within the United States where all representations and warranties set forth in Article III shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”); (b) ; cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; and (c) and pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section SECTION 3.1.1 hereof or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyAdministrative Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article ARTICLE III shall be true and correct, and all action required pursuant to the first sentence FIRST SENTENCE of Section SECTION 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “"SPECIFIED LOCATIONS"); PROVIDED, HOWEVER, that such Grantor may move and/or maintain certain items of Equipment at locations other than at Specified Locations”), so long as the value of Collateral of this type of such Grantor and each other Grantor and similar Collateral (as defined in the Borrower Security Agreement) of the Borrower shall not exceed $2,000,000 at any time; (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s 's manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Administrative Agent a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section SECTION 3.1.1 hereof or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyAdministrative Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article ARTICLE III shall be true and correct, and all action required pursuant to the first sentence FIRST SENTENCE of Section SECTION 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “"SPECIFIED LOCATIONS"); PROVIDED, HOWEVER, that the Grantor may move and/or maintain certain items of Equipment at locations other than at Specified Locations”)Locations so long as the value of Collateral of this type of the Grantor and similar Collateral (as defined in the Subsidiary Security Agreement) of the Restricted Subsidiaries, shall not exceed $2,000,000 at any time; (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s 's manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Administrative Agent a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) 30 days’ prior written notice to the Secured PartyAdministrative Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”); provided, however, that the Grantor may move and/or maintain certain items of Equipment at locations other than at Specified Locations so long as the value of Collateral of this type of the Grantor and similar Collateral (as defined in the Subsidiary Security Agreement) of the Guarantors, shall not exceed $2,000,000 at any time; (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Administrative Agent a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a1) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section SECTION 3.1.1 hereof or, upon thirty (30) not less than 30 days’ ' prior written notice to the Secured PartyAgent, at such other places in a jurisdiction where all representations and warranties set forth in Article III the first sentence of SECTION 3.1.1, SECTION 3.1.3 and SECTION 3.1.6 shall be true and correctcorrect in all material respects, and all action required pursuant to the first sentence of Section SECTION 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b2) cause the each material item of Equipment to be maintained and preserved in the same good operating condition, repair and working order as when new, ordinary wear and tear and immaterial impairments of value and damage by the elements excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end, except to the extent that failure to do any of the foregoing would not reasonably be expected to materially adversely affect the value of the Collateral; and promptly furnish to the Secured Party Agent a statement respecting any material loss or damage to any of the Equipment; and (c3) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside; and (4) not permit the aggregate value of the Equipment and Inventory not within its exclusive possession and control to exceed in any fiscal year 2% of net sales of the Grantor in the preceding fiscal year, PROVIDED that the foregoing shall not include the value of Equipment or Inventory in possession of a third party that has received a notice from the Grantor or the Agent identifying the Lien on such Equipment or Inventory created under this Security Agreement.

As to Equipment and Inventory. Such Grantor The Borrower hereby covenants and agrees that it shallwill, with respect to all of its following Property constituting Equipment or Security Agreement Collateral: (a) keep all the Equipment and Inventory (other than (i) worn-out and no longer used or useful Equipment, and (ii) Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof 3.1, or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyBank, at such other places in a jurisdiction jurisdictions where all representations and warranties set forth in Article III shall be true and correct, and all action required by the Bank pursuant to the first sentence of Section 4.1.7 hereof 4.1 shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b) cause the Equipment to be maintained and preserved in the same good condition, repair and working order as when neworder, ordinary wear and tear and worn-out and no longer used or useful Equipment excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwithshall, or in the case of any material loss or damage to any 18 -18- of the Equipmentmaterial Equipment (of which written notice shall be given to the Bank promptly, if such loss or damage is material) as quickly as reasonably practicable after the occurrence thereof, make or cause to be made all repairs, replacements, replacements and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; and; (c) pay promptly when due prior to the date they become delinquent all property and other taxes, assessments and governmental charges or levies in the aggregate imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith faith; and (d) permit representatives of the Bank at any time upon reasonable notice during normal business hours to enter on premises where any of its Security Agreement Collateral or Equipment is located for the purpose of inspecting the Borrower's books and records and its Security Agreement Collateral and Equipment, observing its use or otherwise protecting the Bank's interests therein. Notwithstanding the foregoing, this Section 4.2 shall not be deemed, in and of itself, to restrict any disposition of Property by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set asidethe Borrower otherwise permitted under the Credit Agreement.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof Item A and Item B, respectively, of Schedule I hereto or, upon thirty (30) 30 days’ ' prior written notice to the Secured PartyCollateral Agent, at such other places in a jurisdiction in the United States where all representations and warranties set forth in Article III (including Section 3.1.5) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof 4.1.5 shall have been taken with respect to the Equipment and Inventory; provided, however, that this clause (a) shall not restrict movement of Equipment or Inventory (collectivelyamong the places specified in such Items A and B or such other locations where Equipment or Inventory may be located pursuant to the requirements of this sentence, “Specified Locations”);so long as all such representations and warranties shall be true and correct and all such action shall have been taken; and (b) cause the Equipment to be maintained and preserved in substantially the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual 's manual; and, with respect to any Equipment which has not, in the Grantor's reasonable discretion, become obsolete, worn-out or good business practice; and no longer useful in the conduct of the Grantor's business, forthwith, or in the case of any loss or damage to any of the such Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, replacements and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party Collateral Agent a statement respecting any material loss or damage to any of the such Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

As to Equipment and Inventory. Such The Grantor hereby agrees that it shall:will (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) days’ prior written notice to the Secured Party, at such other places in a jurisdiction where all representations and warranties set forth in Article III shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”); (b) cause the Equipment to be maintained and preserved in the same condition, good repair and working order as when neworder, ordinary wear and tear excepted, and in accordance otherwise consistent with any manufacturer’s manual or good business past practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable promptly after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; and (cb) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set asideaside and which do not, in the reasonable opinion of the Secured Party, involve any material likelihood of the attachment, sale, forfeiture or loss of any such Equipment or Inventory or any interest therein. Notwithstanding the foregoing, (i) the Grantor may discontinue or suspend those maintenance operations of any Equipment which in its reasonable judgment is no longer necessary or useful in the conduct of its business provided that such discontinuation or suspension is exercised in a manner consistent with past practice, and (ii) unless a Specified Default or Event of Default shall have occurred and be continuing, the Grantor may, in a manner consistent with its past practice and otherwise in the ordinary course of business, employ, move and locate Equipment and Inventory, including, without limitation, the placement of Equipment and Inventory with outside vendors for overhaul and processing in the ordinary course of business and the sale or scrapping of any such items which in the reasonable judgment of the Grantor are no longer used or useful in the conduct of its business.

As to Equipment and Inventory. Such Grantor hereby agrees that it shall:, except in the ordinary course of its business or in the exercise of its reasonable business judgment, (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) SECTION 3.1 unless Grantor has given at least 30 days’ ' prior written notice to the Secured PartyDesignated Note Investor of another location, at such other places in whether by delivery of a jurisdiction where all representations and warranties set forth in Article III shall be true and correctsupplement to SCHEDULE I hereto delivered pursuant to SECTION 4.12 hereto or otherwise, and all action, if any, necessary to maintain in accordance with the terms hereof the Designated Note Investor' perfected security interest therein (including any action required requested pursuant to the first sentence CLAUSE (E) of Section 4.1.7 hereof this SECTION 4.1) shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”)Inventory; (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, replacements and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; andso that Grantor may properly conduct its business; (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside; (d) not sell any Inventory to any customer on approval or on any other basis which entitles the customer to return, or which may obligate Grantor to repurchase, such Inventory; and (e) at the request of the Designated Note Investor, cause the landlord, bailee, warehouseman or processor at any location identified on PART C of SCHEDULE I with Control over any Equipment or Inventory of Grantor to enter into a Waiver Agreement with Grantor and the Designated Note Investor.