Common use of As to Equipment and Inventory Clause in Contracts

As to Equipment and Inventory. (a) Each Grantor shall keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) days' prior written notice to the Administrative Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working condition, repair and working order, ordinary wear and tear excepted and except for insured casualty losses and shall forthwith, or in the case of any loss or damage to any of such Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's business. (c) Each Grantor shall timely pay 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 pledged by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements of the Fair Labor Standards Act.

As to Equipment and Inventory. Each Grantor shall: (a) Each Grantor shall keep On the date hereof and thereafter on the most recent date on which a revised Schedule III is required to be furnished to the Administrative Agent pursuant to Section 11(d), all of the Equipment and Inventory (of such Grantor, other than such Equipment and Inventory sold in the ordinary course of business) pledged by as has been rented or leased to such Grantor hereunder Grantor's customers, shall be located at the places therefor specified in Section 8(a) or, upon fifteen (15) days' prior written notice to the Administrative Agent, Schedule III hereto or at such other places in a jurisdiction jurisdictions where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 10 shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Cause all of its Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business and Inventory to be maintained and preserved preserved, as is reasonably required in the conduct of its business, in good working order and condition, repair and working order, excluding (i) ordinary wear and tear excepted and except (ii) properties that have become obsolete or no longer fit for insured casualty losses their intended purposes, and shall forthwith, or in the case of any loss or damage to any of such Equipment, Equipment or Inventory as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that which are necessary or desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's business. (c) Each Grantor shall timely pay 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 pledged by such Grantor hereunderInventory; provided, however, that such Grantor shall not be required to pay or discharge any such tax, assessment, charge charge, levy or claim (x) that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any or (y) in respect of which the Lien resulting therefrom therefrom, if any, attaches to its property and becomes enforceable against its other creditors, to the Borrower extent that the aggregate amount of all such taxes, assessments, charges or any claims does not exceed $250,000. (d) Furnish to the Administrative Agent, at the same time as the quarterly financial statements are required to be furnished to the Administrative Agent pursuant to Section 5.03(c) of its Subsidiaries. In producing the Credit Agreement, unless no revisions are required, a revised Schedule III specifying each place where the Equipment and Inventory pledged by of such Grantor hereunder, each Grantor is located excluding such Equipment or Inventory rented or leased to such Grantor's customers. Such revised Schedule III shall comply in all material respects with all requirements be deemed to replace the then existing Schedule III and shall be of full force and effect as of the Fair Labor Standards Actdate of delivery of such Schedule to the Administrative Agent. (e) In the event that Equipment and/or Inventory of the Grantors with a book value equal to or greater than 10% of the aggregate book value of all Equipment and Inventory of the Grantors' is relocated, in one move or in a series of moves, from one county to another, furnish within five Business Days after such relocation notice of such relocation to the Administrative Agent (such notice to include the percentage book value of the relocated Equipment and Inventory and the old and new locations of such Equipment and Inventory). (f) For each leased location at which at any time Equipment and Inventory of the Grantors with a book value equal to or greater than 10% of the aggregate book value of the Equipment and Inventory is located, use its good faith efforts to furnish at such time to the Administrative Agent a landlord access letter or consent on terms and conditions reasonably acceptable to the Administrative Agent.

As to Equipment and Inventory. Each Grantor shall: (a) Each Grantor shall keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) days' prior written notice to the Administrative Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken with respect to such Equipment and Inventory.[intentionally deleted] (b) Each Grantor shall subject to provisions of the DIP Credit Agreement, maintain or cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good repair, working order and condition, repair and working order, excepting ordinary wear and tear excepted and except for insured casualty losses damage due to casualty, all of the Equipment, and shall forthwithmake or cause to be made all appropriate repairs, or in renewals and replacements thereof, to the case of any loss or damage to any extent not obsolete and consistent with past practice of such EquipmentGrantor, 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 damage thereto that 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; (i) if requested by the Collateral Agent, 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 similar 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 $100,000 or (y) having a value in excess of $100,000, if the aggregate of all such items owned by the Grantors at any time is greater than $1,000,000, deliver to the Collateral Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Collateral Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Each Grantor shall promptly furnish inform the Collateral 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) if requested by the Collateral Agent, 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 Collateral 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 Administrative Collateral 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 Collateral Agent a statement respecting and the Secured Parties 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 loss 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 Collateral Agent to enforce the Collateral Agent's security interest in the Inventory and all of the Collateral Agent's rights hereunder, such as leasing warehouses to the Collateral Agent or damage 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; and (ii) if any Inventory is in the possession or control of any warehouseman, bailee or any of the Equipment pledged by Grantors' agents, contractors or processors or any other third party, notify the Collateral Agent thereof and notify such Grantor hereunder (other than immaterial loss agents, contractors or damage) processors or loss or damage third parties of the Collateral Agent's security interest therein and, upon request of the Collateral Agent acting on the instruction of the Required DIP Lenders, instruct them to Equipment which individually or in hold all such Inventory for the aggregate is not material to Collateral Agent and such Grantor's business. (c) Each Grantor shall timely pay when due all property and other taxesaccount, assessments and governmental charges or levies imposed uponas their interests may appear, and all claims (including claims for labor, materials subject to the Collateral Agent's instructions. At any time when an Event of Default has occurred and supplies) againstis continuing, the Equipment Collateral 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 pledged by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any part thereof and to maintain such possession on a Grantor's premises or to remove any or all of its Subsidiaries. In producing the Inventory pledged by to such Grantor hereunder, each Grantor shall comply other place or places as the Collateral Agent desires in all material respects with all requirements its sole discretion. If the Collateral Agent exercises its right to take possession of the Fair Labor Standards ActInventory, 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. (a) Each Grantor shall keep the Equipment and Inventory (other than Inventory sold in the ordinary course of businessbusiness and Equipment the disposition of which is permitted under the Credit Agreement) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen thirty (1530) days' prior written notice to the Administrative Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working condition, repair and working order, ordinary wear and tear excepted and except for insured casualty losses excepted, and shall forthwith, or in the case of any loss or damage to any of such Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end, except to the extent that such Grantor determines in its reasonable business judgment that such Equipment is no longer necessary or useful in the conduct of its business. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's businesshereunder. (c) Each Grantor shall timely pay 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 pledged by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements of the Fair Labor Standards Act.

As to Equipment and Inventory. The Grantor shall: (a) Each Grantor shall keep Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places specified therefor specified in Section 8(a) Schedule 1 hereto or, upon fifteen (15) 30 days' prior written notice to the Administrative Agent, at such other places in a jurisdiction jurisdictions where all action required by this Agreement Section 5 shall have been taken to maintain assure the continuation of the perfection of the security interest of the Administrative Agent in such Equipment (for its benefit and Inventory granted hereby shall have been taken the ratable benefit of the Lenders, the Fronting Banks and the Underwriters) with respect to such the Equipment and Inventory. (b) Each Grantor shall Maintain or cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good repair, working order and condition, repair and working order, excepting ordinary wear and tear excepted and except for insured casualty losses damage due to casualty, all of the Equipment, and shall forthwithmake or cause to be made all appropriate repairs, or in renewals and replacements thereof, to the case extent not obsolete and consistent with past practice of any loss or damage to any of such Equipmentthe 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 that damage thereto which are necessary or reasonably desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's business. (c) Each With respect to the Inventory: (a) the Grantor shall timely pay when due at all property times maintain records with respect to Inventory reasonably satisfactory to the Agent, keeping correct and other taxesaccurate records itemizing and describing the kind, assessments type, quality and governmental charges quantity of Inventory, the Grantor's cost therefor and daily withdrawals therefrom and additions thereto; (b) the Grantor shall conduct a physical count of the Inventory at least once each year, but at any time or levies imposed upontimes as the Agent may request on or after an Event of Default occurs and is continuing, and promptly following such physical inventory shall supply the Agent with a report in the form and with such specificity as may be reasonably satisfactory to the Agent concerning such physical count; (c) the Grantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of the Agent, except for sales of Inventory and returns of Inventory to vendors, in each case in the ordinary course of the Grantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (d) in addition to the requirements set forth above, upon the Agent's request, the Grantor shall, at its expense, conduct through the Asset Support Group or another inventory counting service reasonably acceptable to the Agent, or shall permit the Agent to conduct (if the Agent so elects), a physical count of the Inventory in form, scope and methodology reasonably acceptable to the Agent no more than once in any twelve (12) month period, but at any time or times as the Agent may request on or after an Event of Default occurs and is continuing, the results of which shall be reported directly by such inventory counting service to the Agent and the Grantor shall promptly deliver confirmation in a form satisfactory to the Agent that appropriate adjustments have been made to the Inventory records of the Grantor to reconcile the Inventory count to the Grantor's Inventory records; (e) the Grantor shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended, and all claims rules, regulations and orders related thereto); (including claims for laborf) the Grantor retains all of its responsibility and liability arising from or relating to the production, materials use, sale or other disposition of the Inventory; and supplies(g) against, the Equipment and Inventory pledged by such Grantor hereunder; provided, however, that such Grantor shall not be required sell Inventory to pay any such taxcustomer on approval, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any other basis which entitles the customer to return or may obligate the Grantor to repurchase such Inventory (other than in the ordinary course of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects business consistent with all requirements past practices and policies of the Fair Labor Standards ActGrantor or current market practice).

As to Equipment and Inventory. (a) Each Grantor shall will keep the Equipment and Inventory of such Grantor (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) 30 days' prior written notice to the Administrative Collateral Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 10 shall have been taken with respect to such Equipment and InventoryInventory (and, upon the taking of such action in such jurisdiction, Schedule III hereto shall be automatically amended to include such other places). (b) Each Grantor shall will cause the Equipment pledged by of such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working order and condition, repair and working order, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall will promptly furnish to the Administrative Collateral Agent a statement respecting any loss or damage exceeding $500,000 to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to Inventory of such Grantor's business. (c) Each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged by of such Grantor hereunder; provided, however, that such Grantor shall not be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements of the Fair Labor Standards Actother creditors.

As to Equipment and Inventory. Grantor hereby agrees that it shall, except in the ordinary course of its business or in the exercise of its reasonable business judgment, (a) Each Grantor shall keep all the Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) 3.1 unless Grantor has given at least 30 days' ’ prior written notice to the Administrative AgentDesignated Purchaser of another location, at such other places in whether by delivery of a jurisdiction where supplement to Schedule I hereto delivered pursuant to Section 4.12 hereto or otherwise, and all action required by this Agreement action, if any, necessary to maintain in accordance with the terms hereof the Designated Purchaser’ perfected first priority security interest therein (including any action requested pursuant to clause (e) of the Administrative Agent in such Equipment and Inventory granted hereby this Section 4.1) shall have been taken with respect to such the Equipment and Inventory.; (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall forthwith, or in the case of any loss or damage to any of such Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that which are necessary or desirable to such end. Each so that Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's may properly conduct its business.; (c) Each Grantor shall timely 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 pledged by such Grantor hereunder; providedInventory, however, that such Grantor shall not be required except to pay any such tax, assessment, charge or claim that the extent the validity thereof is being contested in good faith and by proper appropriate proceedings and as 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 appropriate reserves are being maintainedentitles the customer to return, unless and until any Lien resulting therefrom attaches or which may obligate Grantor to its property and becomes enforceable against repurchase, such Inventory; and (e) at the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements request of the Fair Labor Standards ActDesignated Purchaser, 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 Purchaser.

As to Equipment and Inventory. (a) Each Grantor shall will keep the Equipment and Inventory of such Grantor (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a9(b) or, upon fifteen (15) 10 days' prior written notice to the Administrative Agent, at such other places designated by the Grantor in a jurisdiction where all action such notice; provided that such Grantor shall not be required by this Agreement to maintain the security interest of so notify the Administrative Agent in if the value of such Equipment and or Inventory granted hereby is less than $50,000. Upon the giving of such notice, Schedule IV shall have been taken with respect be automatically amended to such Equipment and Inventoryadd any new locations specified in the notice. (b) Each Grantor shall will cause the Equipment pledged by of such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses in accordance with any manufacturer's manual, and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end, unless the failure to so maintain, repair, replace or otherwise improve such Equipment would not have a Material Adverse Effect. Each Grantor shall will promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the material Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to Inventory of such Grantor's business. (c) Each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged by of such Grantor hereunder; provided, however, that such Grantor shall not be required except to pay any such tax, assessment, charge or claim that is extent being diligently contested in good faith and by proper appropriate proceedings and as to for which appropriate adequate reserves are being maintained, in accordance with GAAP have been set aside on the books of such Grantor unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiariesother creditors. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.

As to Equipment and Inventory. (a) Each Grantor shall will keep the Equipment and Inventory of such Grantor (other than Inventory sold in the ordinary course of business, Equipment and Inventory constituting mobile goods or Equipment and Inventory in transit in the ordinary course of such Grantor’s business or Equipment and Inventory disposed of as permitted under the Credit Agreement) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) 30 days' ’ prior written notice to the Administrative Collateral Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 9 shall have been taken with respect to such Equipment and InventoryInventory (and, upon the taking of such action in such jurisdiction, Schedule III hereto shall be automatically amended to include such other places). (b) Each Grantor shall will cause the Equipment pledged by of such Grantor hereunder which individually or in the aggregate is (other than any Equipment not material to the business of such Grantor's business ) to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or reasonably desirable to such end. Each Grantor shall promptly furnish end except to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by extent such Grantor hereunder (other than immaterial loss or damage) or loss or damage deems such Equipment not to Equipment which individually or in be necessary to the aggregate is not material to ongoing business of such Grantor's business. (c) Each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged of such Grantor, except to the extent payment thereof is not required by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against Section 6.04 of the Borrower or any of its SubsidiariesCredit Agreement. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act, except where any such noncompliance would not be reasonably likely to result in a Material Adverse Effect.

As to Equipment and Inventory. (a) Each Grantor shall keep the will cause its Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) days' prior written notice to the Administrative Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's business. (cb) Each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the its Equipment and Inventory pledged Inventory, except to the extent payment thereof is not required by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge Section 5.01(b) of the Credit Agreement or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against Section 4.04 of each of the Borrower or any of its SubsidiariesExisting Indentures. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall will comply in all material respects with all 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 General Intercreditor Agreement), for use upon the occurrence and during the continuance of an Event of Default (as defined in the Revolving Credit Agreement), the irrevocable, non-exclusive right and 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 (as defined in the General Intercreditor Agreement) and any other Collateral granted by such Grantor as security for the Secured Obligations (as defined in the Revolver Security Agreement), together with any goodwill associated therewith, all to the extent necessary to enable the Revolver Collateral Agent to realize on, and exercise all rights of the Revolver Collateral Agent and the Lender Parties under the Revolving Credit Agreement in relation to, the Revolver Collateral. This right shall inure to the benefit of all successors, assigns and transferees of the Revolver Collateral Agent. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Grantor.

As to Equipment and Inventory. (a) Each Grantor shall will keep the its Equipment and Inventory (other than Inventory sold in the ordinary course of businesstransit, mobile Equipment and Equipment out for service or repair) pledged by such Grantor hereunder at the places therefor specified in Section 8(a9(c), except that such Grantor may (i) or, upon fifteen (15) days' prior written notice to the Administrative Agent, at such make sales or other places in a jurisdiction where all action required by this Agreement to maintain the security interest dispositions of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken in accordance with respect the Priority Lien Documents and (ii) move Inventory to (A) any location on Schedule VIII hereto or (B) so long as such Grantor has given Collateral Trustee notice at least 15 days prior to moving any Equipment and Inventoryor Inventory thereto, any other location in the United States. (b) Each Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor shall will cause the its Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall will promptly furnish to the Administrative Agent Collateral Trustee a statement respecting any loss or damage exceeding $250,000 to any of the its Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's businessInventory. (c) Each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the its Equipment and Inventory pledged by Inventory, except where the such Grantor hereunder; providedtaxes, howeverassessments, that such Grantor shall not be required charges, levies or claims are being Properly Contested or where the failure to pay any such taxtaxes, assessmentassessments, charge charges, levies or claim that is being contested in good faith and by proper proceedings and as claims could not reasonably be expected to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiarieshave a Material Adverse Effect. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall comply will take reasonable steps to assure that such Inventory is produced in compliance in all material respects with all requirements of the Fair Labor Standards ActAct and, to the extent non-compliance therewith could reasonably be expected to have a Material Adverse Effect, all other Applicable Laws.

As to Equipment and Inventory. (a) Each Grantor shall will keep the its Equipment and Inventory (other than Inventory sold in the ordinary course of businesstransit, mobile Equipment and Equipment out for service or repair) pledged by such Grantor hereunder at the places therefor specified in Section 8(a8(c), except that such Grantor may (i) or, upon fifteen (15) days' prior written notice to the Administrative Agent, at such make sales or other places in a jurisdiction where all action required by this Agreement to maintain the security interest dispositions of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken in accordance with respect Section 10.2.6 of the Loan Agreement and (ii) move Inventory to (A) any location on Schedule VIII hereto or (B) so long as such Grantor has given Agent and each Collateral Agent notice at least 15 days prior to moving any Equipment and Inventoryor Inventory thereto, any other location in the United States. (b) Each Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor shall will cause the its Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall will promptly furnish to the Administrative Agent and each Collateral Agent a statement respecting any loss or damage exceeding $250,000 to any of the its Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's businessInventory. (c) Each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the its Equipment and Inventory pledged by Inventory, except where the such Grantor hereunder; providedtaxes, howeverassessments, that such Grantor shall not be required charges, levies or claims are being Properly Contested or where the failure to pay any such taxtaxes, assessmentassessments, charge charges, levies or claim that is being contested in good faith and by proper proceedings and as claims could not reasonably be expected to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiarieshave a Material Adverse Effect. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall comply will take reasonable steps to assure that such Inventory is produced in compliance in all material respects with all requirements of the Fair Labor Standards ActAct and, to the extent non-compliance therewith could reasonably be expected to have a Material Adverse Effect, all other Applicable Laws.

As to Equipment and Inventory. Grantor hereby agrees that it shall, except in the ordinary course of its business or in the exercise of its reasonable business judgment, (a) Each Grantor shall keep all the Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) 3.1 unless Grantor has given at least 30 days' prior written notice to the Administrative AgentDesignated Note Purchaser and the Designated Lender of another location, at such other places in whether by delivery of a jurisdiction where supplement to Schedule I hereto delivered pursuant to Section 4.12 hereto or otherwise, and all action required by this Agreement action, if any, necessary to maintain in accordance with the terms hereof the Designated Note Purchaser's and the Designated Lender's perfected first priority security interest therein (including any action requested pursuant to clause (e) of the Administrative Agent in such Equipment and Inventory granted hereby this Section 4.1) shall have been taken with respect to such the Equipment and Inventory.; (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall forthwith, or in the case of any loss or damage to any of such Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that which are necessary or desirable to such end. Each so that Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's may properly conduct its business.; (c) Each Grantor shall timely 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 pledged by such Grantor hereunder; providedInventory, however, that such Grantor shall not be required except to pay any such tax, assessment, charge or claim that the extent the validity thereof is being contested in good faith and by proper appropriate proceedings and as 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 appropriate reserves are being maintainedentitles the customer to return, unless and until any Lien resulting therefrom attaches or which may obligate Grantor to its property and becomes enforceable against repurchase, such Inventory; and (e) at the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements request of the Fair Labor Standards ActDesignated Note Purchaser and the Designated Lender, 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 Purchaser and the Designated Lender.

As to Equipment and Inventory. (a) Each Grantor shall keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) days' prior written notice to the Administrative Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working condition, repair and working order, ordinary wear and tear excepted and except for insured casualty losses and shall forthwith, or in the case of any loss or damage to any of such Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's business. (c) Each Grantor shall timely pay 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 pledged by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower Borrowers or any of its their Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements of the Fair Labor Standards Act.

As to Equipment and Inventory. (a) Each Grantor shall keep will (i) provide the Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, upon fifteen (15) Collateral Agent with 30 days' prior written notice before moving any Equipment or Inventory to any warehouse or leased premises as to which a landlord's or warehouseman's agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent has not been obtained and (ii) use its best efforts to obtain such an agreement from the relevant warehouseman or landlord. Upon receipt by the Collateral Agent of such notice, at Schedule III will be deemed amended to reflect such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby shall have been taken with respect to such Equipment and Inventorychange. (b) Each Grantor shall will cause the Equipment pledged by of such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when acquired, ordinary wear and tear excepted excepted, and except for insured casualty losses in accordance with any manufacturer's manual, and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall will promptly furnish to the Administrative Collateral Agent a statement respecting any loss or damage exceeding $5,000,000 to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to Inventory of such Grantor's business. (c) Each Grantor shall timely will pay when due promptly prior to delinquency all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged of such Grantor, except to the extent payment thereof is not required by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against Section 7.7 of the Borrower or any of its SubsidiariesCredit Agreement. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.

As to Equipment and Inventory. (a) Each Grantor shall ----------------------------- keep the its Equipment and Inventory (other than Inventory sold (i) which is located on shoemobiles for sale to such Grantor's customers for any single period not to exceed seven days and (ii) Inventory in transit to any Grantor by common carrier from locations outside the ordinary course of businessUnited States) pledged by such Grantor hereunder at the places locations specified therefor specified in Section 8(a) or, upon fifteen (15) 30 days' prior written notice to the Administrative Agent, at such other places locations in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 9 shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses in accordance with any manufacture's manual and shall forthwith, or in the case of any loss or damage to any of such Equipment, 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 that are necessary or desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any material loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's businessEquipment. (c) Each Grantor shall timely pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory. (d) Each Grantor which produces Inventory pledged by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested do so in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects compliance with all requirements of the Fair Labor Standards Act. (e) Upon the Agent's reasonable request (i) at any time after the occurrence and during the continuance of an Event of Default or, (ii) in any event, once annually, each Grantor shall furnish to each of the Secured Parties a report detailing material changes in the amount and condition of the Equipment, including purchases, depreciation, sales and losses. (f) Not more than once each year or at any time during the occurrence and continuance of an Event Default, promptly upon the reasonable request of the Agent, each Grantor shall deliver to the Agent such warehouse receipts, bills of lading and other documents of title with respect to Inventory and Equipment as are requested, together with copies of all invoices with respect to the Inventory and Equipment. (g) Each Grantor shall not deposit any Collateral to the landlord for the Lewiston, Maine facility for a "negotiable" (as such term is used in Section 7-104 of the Uniform Commercial Code as in effect in Maine or under other relevant law) receipt or any other document.

As to Equipment and Inventory. (a) Each a. Except as permitted by Section 5.13 of the Credit Agreement, each Grantor shall will keep all the Equipment and Inventory (other than Inventory and Equipment sold in the ordinary course of businessbusiness or as otherwise permitted by the Credit Agreement) pledged by such Grantor hereunder at the places therefor specified in Section 8(a) or, 2.1 or (upon fifteen (15) days' prior written notice to the Administrative Agent, Lender of at least 30 calendar days) at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent representations and warranties in such Equipment Article 2 at that time will be true and Inventory granted hereby shall have been taken with respect correct. Each Grantor will take all actions necessary to ensure the continued perfection of Lender’s interest in such Equipment and Inventory. (b) b. Each Grantor shall cause will maintain and preserve the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working same condition, repair and working order, order as when new (ordinary wear and tear excepted excepted) and except for insured casualty losses and shall forthwithin all material respects in accordance with all manufacturer’s manuals. Each Grantor will forthwith (or, or in the case of any loss or damage to any of such Equipment, as quickly as practicable after the occurrence thereof, ) make or cause to be made all repairs, replacements and other improvements in connection therewith with the Equipment that are necessary or desirable to such endmaintain the Equipment in accordance with the standard set forth in this Section. Each Grantor shall will promptly furnish to the Administrative Agent Lender a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which Equipment, the value of which, individually or in the aggregate aggregate, is not material to such Grantor's businessthe excess of $50,000. (c) c. Each Grantor shall timely will pay when due promptly before delinquent all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims whether for labor, materials and or supplies) against, the Equipment and Inventory pledged by such Grantor hereunder; providedInventory, however, that such Grantor shall not be required except to pay any such tax, assessment, charge or claim that the extent the validity thereof is being contested in good faith by appropriate proceedings diligently prosecuted and by proper proceedings for which adequate reserves in accordance with GAAP have been set aside. d. If any inventory or other goods are at any time in the possession of a bailee, Grantors shall promptly notify Lender thereof and as shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to which appropriate reserves are being maintainedLender, that the bailee holds such Collateral for the benefit of Lender and shall act upon the instructions of Lender without the further consent of any Grantor. Lender agrees to not give any such instructions unless an Event of Default has occurred and until is continuing (and any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements applicable grace period under Section 7.2 of the Fair Labor Standards ActCredit Agreement has expired) or would occur after taking into account any action by any Grantor with respect to the bailee.

As to Equipment and Inventory. (a) Each Grantor shall will keep the Equipment and Inventory of such Grantor (other than (i) Equipment or Inventory sold with an aggregate value (for all Grantors, taken as a whole) of less than $1,000,000, (ii) Inventory in transit, (iii) Equipment or Inventory transferred pursuant to a disposition permitted under the Credit Agreement, (iv) mobile goods, (v) Equipment moved for repair or refurbishment in the ordinary course of such Grantor’s business, and (vi) pledged by such Grantor hereunder Inventory temporarily stored at warehouses or other similar third party locations) at the places therefor specified in Section 8(a9(b) or, upon fifteen (15) days' 10 Business Days’ prior written notice to the Administrative Collateral Agent, at such other places in a jurisdiction where all action required designated by this Agreement to maintain the security interest of the Administrative Agent Grantor in such Equipment and Inventory granted hereby notice. Upon the giving of such notice, Schedule IV shall have been taken with respect be automatically amended to such Equipment and Inventoryadd any new locations specified in the notice. (b) Each Grantor shall will cause the Equipment pledged by of such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted excepted, and except for insured casualty losses and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end, except when the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Each Grantor shall will promptly furnish to the Administrative Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to Inventory of such Grantor's business. (c) Each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged of such Grantor, except to the extent payment thereof is not required by such Grantor hereunder; provided, however, that such Grantor shall Section 5.01(b) of the Credit Agreement or would not reasonably be required expected to pay any such tax, assessment, charge or claim that is being contested result in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiariesa Material Adverse Effect. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.

As to Equipment and Inventory. (a) Each Grantor shall keep the its Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places locations specified therefor specified in Section 8(a7(a) or, upon fifteen (15) 30 days' prior written notice to the Administrative Agent, at such other places locations in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 8 shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted and except for insured casualty losses excepted, and shall forthwith, or in the case of any loss or damage to any of such Equipment, 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 that are necessary or desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any material loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's businessEquipment. (c) Each Grantor shall timely pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged by such Grantor hereunder; providedother than to the extent not required to be paid under Section 5. 01 (b) of the Credit Agreement. (d) In producing the Inventory, howeverif any, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiaries. In producing the Inventory pledged by such Grantor hereunder, each Grantor shall comply in all material respects with all requirements of the Fair Labor Standards Act. (e) Upon the Agent's reasonable request at any time after the occurrence and during the continuance of an Event of Default or, in any event, once annually, each Grantor shall furnish to the Agent, each Lender Party and each Hedge Bank a report detailing material changes in the amount and condition of the Equipment, including purchases, depreciation, sales and losses. (f) Not more than once each year or during any Default promptly upon the reasonable request of the Agent, each Grantor shall deliver to the Administrative Agent such warehouse receipts, bills of lading and other documents of title with respect to Inventory and Equipment as are requested, together with copies of all invoices with respect to the Inventory and Equipment.

As to Equipment and Inventory. (a) Each Grantor shall will ----------------------------- keep the Equipment and Inventory of such Grantor (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder at the places therefor specified in Section 8(a10(a) or, upon fifteen (15) 30 days' prior written notice to the Administrative Collateral Agent, at such other places in a jurisdiction where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 11 shall have been taken with respect to such Equipment and InventoryInventory (and, upon the taking of such action in such jurisdiction, Schedule II hereto shall be automatically amended to include such other places). (b) Each Grantor shall will cause the Equipment pledged by of such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as existing as of the date of this Agreement, ordinary wear and tear excepted excepted, and except for insured casualty losses in accordance with any manufacturer's manual, and shall will forthwith, or in the case of any loss or damage to any of such Equipment, Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor shall will promptly furnish to the Administrative Collateral Agent a statement respecting any loss or damage exceeding $2,000,000 to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to Inventory of such Grantor's business. (c) Each Except to the extent they are Pre-Petition Obligations, or as may be restricted by the Bankruptcy Code or in connection with the Cases, each Grantor shall timely will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged by of such Grantor hereunder; providedGrantor, however, that such Grantor shall not be required to pay other than any such tax, assessment, charge or claim that is thereof being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its Subsidiariesproceedings. In producing the Inventory pledged by such Grantor hereunderits Inventory, each Grantor shall will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.

As to Equipment and Inventory. Each Grantor shall: (a) Each Grantor shall keep On the date hereof and thereafter on the most recent date on which a revised Schedule III is required to be furnished to the Administrative Agent pursuant to Section 10(d), all of the Equipment and Inventory (of such Grantor, other than such Equipment and Inventory sold in the ordinary course of business) pledged by as has been rented or leased to such Grantor hereunder Grantor's customers, shall be located at the places therefor specified in Section 8(a) or, upon fifteen (15) days' prior written notice to the Administrative Agent, Schedule III hereto or at such other places in a jurisdiction jurisdictions where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 9 shall have been taken with respect to such Equipment and Inventory. (b) Each Grantor shall cause the Cause all of its Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business and Inventory to be maintained and preserved preserved, as is reasonably required in the conduct of its business, in good working order and condition, repair and working order, excluding (i) ordinary wear and tear excepted and except (ii) properties that have become obsolete or no longer fit for insured casualty losses their intended purposes, and shall forthwith, or in the case of any loss or damage to any of such Equipment, Equipment or Inventory as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that which are necessary or desirable to such end. Each Grantor shall promptly furnish to the Administrative Agent a statement respecting any loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to such Grantor's business. (c) Each Grantor shall timely pay 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 pledged by such Grantor hereunderInventory; provided, however, that such Grantor shall not be required to pay or discharge any such tax, assessment, charge charge, levy or claim (x) that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any or (y) in respect of which the Lien resulting therefrom therefrom, if any, attaches to its property and becomes enforceable against its other creditors, to the Borrower extent that the aggregate amount of all such taxes, assessments, charges or any claims does not exceed $250,000. (d) Furnish to the Administrative Agent, at the same time as the quarterly financial statements are required to be furnished to the Administrative Agent pursuant to Section 5.03(c) of its Subsidiaries. In producing the Credit Agreement, unless no revisions are required, a revised Schedule III specifying each place where the Equipment and Inventory pledged by of such Grantor hereunder, each Grantor is located excluding such Equipment or Inventory rented or leased to such Grantor's customers. Such revised Schedule III shall comply in all material respects with all requirements be deemed to replace the then existing Schedule III and shall be of full force and effect as of the Fair Labor Standards Actdate of delivery of such Schedule to the Administrative Agent. (e) In the event that Equipment and/or Inventory of the Grantors with a book value equal to or greater than 10% of the aggregate book value of all Equipment and Inventory of the Grantors' is relocated, in one move or in a series of moves, from one county to another, furnish within five Business Days after such relocation notice of such relocation to the Administrative Agent (such notice to include the percentage book value of the relocated Equipment and Inventory and the old and new locations of such Equipment and Inventory). (f) For each leased location at which at any time Equipment and Inventory of the Grantors with a book value equal to or greater than 10% of the aggregate book value of the Equipment and Inventory is located, use its good faith efforts to furnish at such time to the Administrative Agent a landlord access letter or consent on terms and conditions reasonably acceptable to the Administrative Agent.

As to Equipment and Inventory. (a) Each Grantor of the Grantors shall keep the its Equipment and Inventory (other than Inventory sold in the ordinary course of business) pledged by such Grantor hereunder and its principal place of business or chief executive office at the places locations specified therefor specified in Section 8(a7(a) or, upon fifteen (15) 15 days' prior written notice to the Administrative Agent, at such other places locations in a jurisdiction jurisdictions where all action required by this Agreement to maintain the security interest of the Administrative Agent in such Equipment and Inventory granted hereby Section 8 shall have been taken with respect to such Equipment and InventoryInventory and its principal place of business or chief executive office; PROVIDED, HOWEVER, notwithstanding anything contained in this agreement to the contrary, the Grantors may allow office equipment with an aggregate value not to exceed $1,000,000 to be kept at the residences of its employees or agents. (b) Each Grantor of the Grantors shall cause the Equipment pledged by such Grantor hereunder which individually or in the aggregate is material to such Grantor's business to be maintained and preserved in good working the same condition, repair and working orderorder as when new, ordinary wear and tear excepted and except for insured casualty losses with such Grantor's past practices, and shall forthwith, or in the case of any loss or damage to any of such Equipment, the Equipment as quickly soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such endend and in accordance with such Grantor's past practices. Each Grantor of the Grantors shall promptly furnish to the Administrative Agent a statement respecting any material loss or damage to any of the Equipment pledged by such Grantor hereunder (other than immaterial loss or damage) or loss or damage to Equipment which individually or in the aggregate is not material to of such Grantor's business. (c) Each Grantor of the Grantors shall timely pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including including, without limitation, claims for labor, materials and supplies) against, the Equipment and Inventory pledged by such Grantor hereunder; provided, however, that such Grantor shall not be required to pay any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against the Borrower or any of its SubsidiariesInventory. In producing the Inventory pledged by Inventory, such Grantor hereunder, each Grantor shall comply in all material respects with all requirements of the Fair Labor Standards Act. (d) Upon the Agent's request at any time after the occurrence and during the continuance of an Event of Default or, in any event, upon such request as may be made once annually, each Grantor shall furnish to the Agent and each of the Secured Parties a report detailing material changes in the amount and condition of the Equipment, including purchases, depreciation, sales and losses. (e) Not more than once each year or after the occurrence and during the continuance of any Event of Default promptly upon the request of the Agent, each Grantor shall deliver to the Agent such warehouse receipts, bills of lading and other documents of title with respect to Inventory and Equipment as are requested, together with copies of all invoices with respect to the Inventory and Equipment.