Common use of As to Equipment and Inventory Clause in Contracts

As to Equipment and Inventory. Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral Agent (for its benefit and the ratable benefit of Noteholders) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 Grantor, as quickly as practicable after the occurrence of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect (as defined in the Purchase Agreement). (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) Grantor will perform any and all reasonable actions requested by Collateral Agent to enforce Collateral Agent's security interest in the Inventory and all of Collateral Agent's rights hereunder, such as leasing warehouses to Collateral Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral Agent warehouse receipts and documents of title in Collateral Agent's name; (ii) if any Inventory is in the possession or control of any of Grantor' agents, contractors or processors or any other third party, Grantor will notify Collateral Agent thereof and will notify such agents, contractors or processors or third party of Collateral Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral Agent and Grantor's account, as their interests may appear, and subject to Collateral Agent's instructions; (iii) Collateral Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral Agent desires in its sole discretion. If Collateral Agent exercises its right to take possession of the Inventory, Grantor, upon Collateral Agent's demand, will assemble the Inventory and make it available to Collateral Agent at Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral the Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Agent (for its benefit and the ratable benefit of Noteholdersthe Banks) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Agreement, maintain Maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties or condition (financial or otherwise) of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Agent to enforce Collateral the Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing warehouses to Collateral the Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Agent warehouse receipts and documents of title in Collateral the Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Agent and such Grantor's account, as their interests may appear, and subject to Collateral the Agent's instructions; (iii) Collateral the Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Agent desires in its sole discretion. If Collateral the Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Agent's demand, will assemble the Inventory and make it available to Collateral the Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall:: ----------------------------- (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business, motor vehicles and other immaterial amounts of Inventory and Equipment not exceeding, in the aggregate, $10,000,000 in value) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral the Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Agent (for its benefit and the ratable benefit of Noteholdersthe Lenders) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties or condition (financial or otherwise) of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Agent to enforce Collateral the Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing warehouses to Collateral the Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Agent warehouse receipts and documents of title in Collateral the Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Agent and such Grantor's account, as their interests may appear, and subject to Collateral the Agent's instructions; (iii) Collateral the Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Agent shall have the right to give the Default Notice and, at any time after the expiration of the Default Notice Period, to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Agent desires in its sole discretion. If Collateral the Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Agent's demand, will assemble the Inventory and make it available to Collateral the Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a1) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agentthe Agent following any transfer thereof to a different jurisdiction, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Agent (for its benefit and the ratable benefit of Noteholdersthe Banks) with respect to the Equipment and Inventory. (b2) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect (as defined in the Purchase Agreement)Effect. (c3) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Agent to enforce Collateral the Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing subleasing warehouses to Collateral the Agent or its designeedesignee (to the extent such subleases are not prohibited), placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Agent warehouse receipts and documents of title in Collateral the Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Agent and such Grantor's account, as their interests may appear, and subject to Collateral the Agent's instructions; (iii) Collateral the Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Agent desires in its sole discretion. If Collateral the Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Agent's demand, will assemble the Inventory and make it available to Collateral the Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agentthe Agent following any transfer thereof to a different jurisdiction, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Agent (for its benefit and the ratable benefit of Noteholdersthe Banks) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties, condition (financial or otherwise), operations or prospects of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Agent to enforce Collateral the Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing subleasing warehouses to Collateral the Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Agent warehouse receipts and documents of title in Collateral the Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third partyparty (other than in connection with a temporary relocation of such inventory for a limited time such that the perfection of the security interests in such Inventory is not adversely affected thereby), each such Grantor will notify Collateral the Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Agent and such Grantor's account, as their interests may appear, and subject to Collateral the Agent's instructions; (iii) Collateral the Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Agent desires in its sole discretion. If Collateral the Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Agent's demand, will assemble the Inventory and make it available to Collateral the Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' ’ prior written notice to Collateral the Administrative Agent, at other places in jurisdictions where all action required by Section 5 6 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Administrative Agent (for its benefit and the ratable benefit of Noteholdersthe Secured Parties) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties or condition (financial or otherwise) of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Secured Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Administrative Agent to enforce Collateral the Administrative Agent's ’s security interest in the Inventory and all of Collateral the Administrative Agent's ’s rights hereunder, such as leasing warehouses to Collateral the Administrative Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Administrative Agent warehouse receipts and documents of title in Collateral the Administrative Agent's ’s name; (ii) if any Inventory is in the possession or control of any of the Grantor' ’s agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Administrative Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Administrative Agent's ’s security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Administrative Agent and such Grantor's ’s account, as their interests may appear, and subject to Collateral the Administrative Agent's ’s instructions; (iii) Collateral the Administrative Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral if the Administrative Agent shall have given a Default Notice, at any time after the right expiration of the Default Notice Period, to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's ’s premises or to remove any or all of the Inventory to such other place or places as Collateral the Administrative Agent desires in its sole discretion. If Collateral the Administrative Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Administrative Agent's ’s demand, will assemble the Inventory and make it available to Collateral the Administrative Agent at such Grantor's ’s premises at which it is located.

As to Equipment and Inventory. Each Grantor shall:: ----------------------------- (a1) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agentthe Agent following any transfer thereof to a different jurisdiction, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Agent (for its benefit and the ratable benefit of Noteholdersthe Banks) with respect to the Equipment and Inventory. (b2) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect (as defined in the Purchase Agreement)Effect. (c3) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Agent to enforce Collateral the Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing subleasing warehouses to Collateral the Agent or its designeedesignee (to the extent such subleases are not prohibited), placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Agent warehouse receipts and documents of title in Collateral the Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Agent and such Grantor's account, as their interests may appear, and subject to Collateral the Agent's instructions; (iii) Collateral the Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Agent desires in its sole discretion. If Collateral the Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Agent's demand, will assemble the Inventory and make it available to Collateral the Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory which constitute Collateral (other than Inventory sold in the ordinary course of businessbusiness and Equipment and Inventory in transit, out for repair or maintained by an employee) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of the Collateral Agent (for its benefit and the ratable benefit of NoteholdersAgents and the Lenders) with respect to the such Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, all of the EquipmentEquipment which constitutes Collateral, and make or cause to be made all appropriate necessary repairs, renewals and replacements thereof, to the extent not obsolete obsolete, surplus, uneconomical or negligible and consistent with past practice of such Grantor, as quickly as reasonably practicable after the occurrence of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties, condition (financial or otherwise) or operations of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the ObligationsObligations (other than contingent indemnification Obligations after the repayment of all other Obligations and the termination of the Commitment), at any time when an Event of Default has occurred and is continuingcontinuing upon prior notice to the Borrower by the Collateral Agent in accordance with Section 7 of the Credit Agreement and the Orders: ( i) each Grantor will perform any and all reasonable actions requested by the Collateral Agent to enforce the Collateral Agent's ’s security interest in the Inventory and/or Equipment and all of the Collateral Agent's ’s rights hereunder, such as leasing subleasing warehouses to the Collateral Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, using best efforts to obtain acknowledgments of bailees and delivering to the Collateral Agent warehouse receipts and documents of title in the Collateral Agent's ’s name; (ii) if any material amount of Inventory and/or Equipment is in the possession or control of any of Grantor' the Grantors’ agents, contractors or processors or any other third partyparty (other than in connection with a temporary relocation of such Collateral for a limited time such that the perfection of the security interests in such Collateral is not adversely affected thereby), each such Grantor will notify the Collateral Agent thereof and will notify such agents, contractors or processors or third party of the Collateral Agent's ’s security interest therein and use best efforts to obtain their acknowledgment thereof and, upon request, instruct them to hold all such Inventory Collateral for the Collateral Agent and such Grantor's ’s account, as their interests may appear, and subject to the Collateral Agent's ’s instructions; (iii) the Collateral Agent shall have the right to hold all Inventory and/or Equipment subject to the security interest granted hereunder; and (iv) the Collateral Agent shall have the right to take possession of the Inventory and/or Equipment or any part thereof and to maintain such possession on such Grantor's ’s premises or to remove any or all of the Inventory such Collateral to such other place or places as the Collateral Agent desires in its sole discretion. If the Collateral Agent exercises its right to take possession of any or all of the InventoryInventory and/or Equipment, such Grantor, upon the Collateral Agent's ’s demand, will assemble the Inventory and such Collateral to make it available to the Collateral Agent at such Grantor's ’s premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory which constitute Collateral (other than Inventory sold in the ordinary course of businessbusiness and Equipment and Inventory in transit, out for repair or maintained by an employee) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of the Collateral Agent (for its benefit and the ratable benefit of Noteholdersthe Secured Parties) with respect to the such Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, all of the EquipmentEquipment which constitutes Collateral, and make or cause to be made all appropriate necessary repairs, renewals and replacements thereof, to the extent not obsolete obsolete, surplus, uneconomical or negligible and consistent with past practice of such Grantor, as quickly as reasonably practicable after the occurrence of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties, condition (financial or otherwise) or operations of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the ObligationsObligations (other than contingent indemnification Obligations after the repayment of all other Obligations and the termination of the Commitment), at any time when an Event of Secured Debt Default has occurred and is continuingcontinuing upon prior notice to the Borrower by the Collateral Agent in accordance with Section 7 of the Credit Agreement and the DIP Refinancing Order: ( i) each Grantor will perform any and all reasonable actions requested by the Collateral Agent to enforce the Collateral Agent's ’s security interest in the Inventory and/or Equipment and all of the Collateral Agent's ’s rights hereunder, such as leasing subleasing warehouses to the Collateral Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, using best efforts to obtain acknowledgments of bailees and delivering to the Collateral Agent warehouse receipts and documents of title in the Collateral Agent's ’s name; (ii) if any material amount of Inventory and/or Equipment is in the possession or control of any of the Grantor' ’s agents, contractors or processors or any other third partyparty (other than in connection with a temporary relocation of such Collateral for a limited time such that the perfection of the security interests in such Collateral is not adversely affected thereby), each such Grantor will notify the Collateral Agent thereof and will notify such agents, contractors or processors or third party of the Collateral Agent's ’s security interest therein and use best efforts to obtain their acknowledgment thereof and, upon request, instruct them to hold all such Inventory Collateral for the Collateral Agent and such Grantor's ’s account, as their interests may appear, and subject to the Collateral Agent's ’s instructions; (iii) the Collateral Agent shall have the right to hold all Inventory and/or Equipment subject to the security interest granted hereunder; and (iv) the Collateral Agent shall have the right to take possession of the Inventory and/or Equipment or any part thereof and to maintain such possession on such Grantor's ’s premises or to remove any or all of the Inventory such Collateral to such other place or places as the Collateral Agent desires in its sole discretion. If the Collateral Agent exercises its right to take possession of any or all of the InventoryInventory and/or Equipment, such Grantor, upon the Collateral Agent's ’s demand, will assemble the Inventory and such Collateral to make it available to the Collateral Agent at such Grantor's ’s premises at which it is located.

As to Equipment and Inventory. Grantor The Lessee shall: (a) Section 21.01. Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places therefor specified therefor in Schedule 1 I hereto or, upon 30 days' prior written notice to Collateral Agentthe Lessor, at such other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral Agent (for its benefit and the ratable benefit of Noteholders) with respect to the Inventory; Section 21.02. Cause the Equipment and Inventory. (b) Subject to provisions necessary for the conduct of the Purchase Agreement, maintain or cause its business to be maintained and preserved in good repairthe same condition, repair and working order and conditionas when new, excepting ordinary wear and tear excepted, and shall forthwith, or in the case of any loss or damage due to casualty, all any of the EquipmentEquipment as quickly as practicable after the occurrence thereof, and make or cause to be made all appropriate repairs, renewals replacements, and replacements thereof, to the extent not obsolete and consistent with past practice of Grantor, as quickly as practicable after the occurrence of any loss or damage thereto other improvements in connection therewith which are necessary or reasonably desirable to such end; Section 21.03. Safeguard, protect and hold all Inventory for the Lessor's account and make no disposition thereof except where in the failure to do any regular course of the foregoing would not result in a Material Adverse Effect (business of the Lessee as defined herein provided. Until the Lessor has given the Lessee notice to the contrary, as provided for below, any Inventory may be sold and shipped by the Lessee to its customers in the Purchase Agreement). (c) Until satisfaction in full ordinary course of the ObligationsLessee's business, at any time when an Event on open account and on terms currently being extended by the Lessee to its customers, provided that all proceeds of Default has occurred all sales (including cash, accounts receivable, checks, notes, instruments for the payment of money and is continuing: ( isimilar proceeds) Grantor will perform any and all reasonable actions requested by Collateral Agent to enforce Collateral Agent's security interest in the Inventory and all of Collateral Agent's rights hereunderare forthwith transferred, such as leasing warehouses to Collateral Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehousesendorsed, and delivering turned over and delivered to Collateral Agent warehouse receipts and documents the Lessor in accordance with Section 5(g) of title in Collateral Agent's name; (ii) if any Inventory is in the possession or control of any of Grantor' agents, contractors or processors or any other third party, Grantor will notify Collateral Agent thereof and will notify such agents, contractors or processors or third party of Collateral Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral Agent and Grantor's account, as their interests may appear, and subject to Collateral Agent's instructions; (iii) Collateral Agent this Security Agreement. The Lessor shall have the right to hold all withdraw this permission at any time upon the occurrence of an Event of Default and until such time as such Event of Default is waived, in which event no further disposition shall be made of the Inventory subject by the Lessee without the Lessor's prior written approval. Cash sales or sales of Inventory in which a Lien upon, or security interest in, Inventory is retained by the Lessee shall be made by the Lessee only with the approval of the Lessor, and the proceeds of such sales or sales of Inventory for cash shall not be commingled with the Lessee's other property, but shall be segregated, held by the Lessee in trust for the Lessor as the Lessor's exclusive property, and shall be delivered immediately by the Lessee to the Lessor in the identical form received by the Lessee by deposit to the Depository Accounts. Upon the sale, exchange, or other disposition of Inventory, as herein provided, the security interest granted hereunder; in the Lessee's Inventory provided for herein shall, without break in continuity and (iv) Collateral Agent without further formality or act, continue in, and attach to, all proceeds, including any instruments for the payment of money, accounts receivable, contract rights, documents of title, shipping documents, chattel paper and all other cash and non-cash proceeds of such sale, exchange or disposition. As to any such sale, exchange or other disposition, the Lessor shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on Grantor's premises or to remove any or all of the Inventory rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation; Section 21.04. Limit use of the Equipment only to such other place or places as Collateral Agent desires the Lessee in its sole discretion. If Collateral Agent exercises its right to take possession of business and not hold the Inventory, Grantor, upon Collateral Agent's demand, will assemble the Inventory and make it available to Collateral Agent at Grantor's premises at which it is located.Equipment for sale or lease (except as provided for in the

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold only at or in the ordinary course of business) at transit to or between the places specified therefor in Schedule 1 hereto Schedules 4A and 4B, respectively, or, upon 30 days' prior written notice to the Collateral Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of the Collateral Agent (for its benefit and the ratable benefit of Noteholdersthe other Agents, the Issuing Bank and the Lenders) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Agreement, maintain Maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect (as defined in the Purchase Agreement). (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by the Collateral Agent to enforce the Collateral Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing warehouses to the Collateral Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to the Collateral Agent warehouse receipts and documents of title in the Collateral Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify the Collateral Agent thereof and will notify such agents, contractors or processors or third party (to the extent not previously done so) of the Collateral Agent's security interest therein and, upon request, instruct them to hold all such Inventory for the Collateral Agent and such Grantor's account, as their interests may appear, and subject to the Collateral Agent's instructions; (iii) the Collateral Agent shall have the right to take possession of and hold all Inventory subject to the security interest granted hereunder; and (iv) the Collateral Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as the Collateral Agent desires in its sole discretion. If the Collateral Agent exercises its right to take possession of the Inventory, such Grantor, upon the Collateral Agent's demand, will assemble the Inventory and make it available to the Collateral Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall:: ----------------------------- (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of businessbusiness or Inventory or Equipment otherwise permitted to be sold pursuant to the Credit Agreement) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agentthe Agent following any transfer thereof to a different jurisdiction, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Agent (for its benefit and the ratable benefit of Noteholdersthe Banks) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in have a Material Adverse Effect material adverse effect on the assets, properties, condition (financial or otherwise), operations or prospects of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Agent to enforce Collateral the Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing subleasing warehouses to Collateral the Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Agent warehouse receipts and documents of title in Collateral the Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral Agent the Agent's and such Grantor's account, as their interests may appear, and subject to Collateral the Agent's instructions; (iii) Collateral the Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Agent desires in its sole discretion. If Collateral the Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Agent's demand, will assemble the Inventory and make it available to Collateral the Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agentthe Agent following any transfer thereof to a different jurisdiction, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Agent (for its benefit and the ratable benefit of Noteholdersthe Lenders) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties, condition (financial or otherwise), operations or prospects of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Agent to enforce Collateral the Agent's security interest in the Inventory and all of Collateral the Agent's rights hereunder, such as leasing subleasing warehouses to Collateral the Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Agent warehouse receipts and documents of title in Collateral the Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Agent and such Grantor's account, as their interests may appear, and subject to Collateral the Agent's instructions; (iii) Collateral the Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Agent desires in its sole discretion. If Collateral the Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Agent's demand, will assemble the Inventory and make it available to Collateral the Agent at such Grantor's premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' ’ prior written notice to Collateral the Administrative Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Administrative Agent (for its benefit and the ratable benefit of Noteholdersthe Secured Parties) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties or condition (financial or otherwise) of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Secured Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Administrative Agent to enforce Collateral the Administrative Agent's ’s security interest in the Inventory and all of Collateral the Administrative Agent's ’s rights hereunder, such as leasing warehouses to Collateral the Administrative Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Administrative Agent warehouse receipts and documents of title in Collateral the Administrative Agent's ’s name; (ii) if any Inventory is in the possession or control of any of the Grantor' ’s agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Administrative Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Administrative Agent's ’s security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Administrative Agent and such Grantor's ’s account, as their interests may appear, and subject to Collateral the Administrative Agent's ’s instructions; (iii) Collateral the Administrative Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral if the Administrative Agent shall have given a Default Notice, at any time after the right expiration of the Default Notice Period, to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's ’s premises or to remove any or all of the Inventory to such other place or places as Collateral the Administrative Agent desires in its sole discretion. If Collateral the Administrative Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral the Administrative Agent's ’s demand, will assemble the Inventory and make it available to Collateral the Administrative Agent at such Grantor's ’s premises at which it is located.

As to Equipment and Inventory. Each Grantor shall: (a) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral the Administrative Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral the Administrative Agent (for its benefit and the ratable benefit of Noteholdersthe Lenders) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Credit Agreement, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage due to casualty, 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 of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect material adverse effect on the assets, properties or condition (financial or otherwise) of the Grantors, taken as defined in the Purchase Agreement)a whole. (c) Until satisfaction in full of the Obligations, at any time when an Event of Default has occurred and is continuing: ( i) each Grantor will perform any and all reasonable actions requested by Collateral the Administrative Agent to enforce Collateral the Administrative Agent's security interest in the Inventory and all of Collateral the Administrative Agent's rights hereunder, such as leasing warehouses to Collateral the Administrative Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehouses, and delivering to Collateral the Administrative Agent warehouse receipts and documents of title in Collateral the Administrative Agent's name; (ii) if any Inventory is in the possession or control of any of Grantorthe Grantors' agents, contractors or processors or any other third party, each such Grantor will notify Collateral the Administrative Agent thereof and will notify such agents, contractors or processors or third party of Collateral the Administrative Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Collateral the Administrative Agent and such Grantor's account, as their interests may appear, and subject to Collateral the Administrative Agent's instructions; (iii) Collateral the Administrative Agent shall have the right to hold all Inventory subject to the security interest granted hereunder; and (iv) Collateral the Administrative Agent shall have the right to give the Default Notice and, at any time after the expiration of the Default Notice Period, to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor's premises or to remove any or all of the Inventory to such other place or places as Collateral the Administrative Agent desires in its sole discretion. If Collateral the Administrative Agent exercises its right to take possession of the Inventory, Grantor, upon Collateral Agent's demand, will assemble the Inventory and make it available to Collateral Agent at Grantor's premises at which it is located.236

As to Equipment and Inventory. Grantor shall: (a) Keep the Each Grantor will cause its Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places specified therefor in Schedule 1 hereto or, upon 30 days' prior written notice to Collateral Agent, at other places in jurisdictions where all action required by Section 5 hereof shall have been taken to assure the continuation of the perfection of the security interest of Collateral Agent (for its benefit and the ratable benefit of Noteholders) with respect to the Equipment and Inventory. (b) Subject to provisions of the Purchase Agreement, maintain or cause to be maintained and preserved in good repairthe same condition, repair and working order and conditionas when new, excepting ordinary wear and tear and damage due to casualty, all of the Equipmentexcepted, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all appropriate repairs, renewals replacements and replacements thereof, to the extent not obsolete and consistent with past practice of Grantor, as quickly as practicable after the occurrence of any loss or damage thereto which other improvements in connection therewith that are necessary or reasonably desirable to such end. (b) Each Grantor will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, its Equipment and Inventory, except where to the failure to do any extent payment thereof is not required by Section 5.01(b) of the foregoing would not result in a Material Adverse Effect Loan Agreement. In producing its Inventory, each Grantor will comply with the requirements of the Fair Labor Standards Act. (c) The Collateral Agent acknowledges that each Grantor has granted to the Revolver Collateral Agent (as defined in the Purchase General Intercreditor Agreement). (c) Until satisfaction in full , for use upon the occurrence and during the continuance of the Obligations, at any time when an Event of Default has occurred (as defined in the Revolving Credit Agreement), the irrevocable, non-exclusive right and is continuing: license to use all present and future trademarks, trade names, copyrights, patents or technical processes owned or used by such Grantor that relate to the Revolver Collateral ( ias defined in the General Intercreditor Agreement) and any other Collateral granted by such Grantor will perform as security for the Secured Obligations (as defined in the Revolver Security Agreement), together with any and goodwill associated therewith, all reasonable actions requested by to the extent necessary to enable the Revolver Collateral Agent to enforce Collateral Agent's security interest in the Inventory and all of Collateral Agent's rights hereunder, such as leasing warehouses to Collateral Agent or its designee, placing and maintaining signs, appointing custodians, transferring Inventory to warehousesrealize on, and delivering to Collateral Agent warehouse receipts and documents exercise all rights of title in Collateral Agent's name; (ii) if any Inventory is in the possession or control of any of Grantor' agents, contractors or processors or any other third party, Grantor will notify Collateral Agent thereof and will notify such agents, contractors or processors or third party of Collateral Agent's security interest therein and, upon request, instruct them to hold all such Inventory for Revolver Collateral Agent and Grantor's accountthe Lender Parties under the Revolving Credit Agreement in relation to, as their interests may appearthe Revolver Collateral. This right shall inure to the benefit of all successors, assigns and subject to transferees of the Revolver Collateral Agent's instructions; (iii) Collateral Agent . Such right and license shall have the right to hold all Inventory subject to the security interest be granted hereunder; and (iv) Collateral Agent shall have the right to take possession free of the Inventory or charge, without requirement that any part thereof and to maintain such possession on Grantor's premises or to remove any or all of the Inventory monetary payment whatsoever be made to such other place or places as Collateral Agent desires in its sole discretion. If Collateral Agent exercises its right to take possession of the Inventory, Grantor, upon Collateral Agent's demand, will assemble the Inventory and make it available to Collateral Agent at Grantor's premises at which it is located.