Common use of Equipment and Inventory Clause in Contracts

Equipment and Inventory. The Grantor covenants and agrees with the Agent that from the date of this Agreement and until termination of this Agreement pursuant to Section 25, the Grantor shall: (a) Keep the Equipment and Inventory (other than Equipment or Inventory sold or disposed of as permitted by the Credit Agreements and the Note Agreements) at the places specified in Section 5(a), except for (i) Equipment and Inventory (A) temporarily in transit between such locations or (B) temporarily stored with the third parties or held by third parties for processing, storage, engineering, evaluation, or repairs as set forth on SCHEDULE 1-A, and deliver written notice to the Agent at least thirty (30) days prior to establishing any other location at which it reasonably expects to maintain Inventory and/or Equipment in which location or with which third party all action required by this Agreement shall have been taken with respect to all such Equipment and Inventory, (ii) Equipment sold to and subsequently repurchased from a third party by the Grantor for the period beginning on the date of such repurchase and ending on the date of the re-sale of such Equipment to a different third party, (iii) Equipment transferred from a third party to the Grantor (such Equipment, "Trade-In Equipment") in partial satisfaction of the purchase price for Equipment sold by the Grantor to such third party for the period beginning on the date of the transfer of such Trade-In Equipment and ending on the date the Grantor sells such Trade-In Equipment and (iv) Equipment used by the Grantor in connection with demonstrations to prospective purchasers of such Equipment; provided, that the aggregate value of the Equipment described in clauses (ii), (iii) and (iv) does not exceed $10,000,000; (b) 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, as quickly as practicable after the occurrence of any loss or damage thereto which are necessary or desirable to such end; and (c) Comply with the terms of the Credit Agreements and the Note Agreements with respect to such Equipment and Inventory, including, without limitation, the maintenance and insurance provisions set forth in Section 5.1(c) of each of the Credit Agreements.

Equipment and Inventory. The Grantor covenants Company represents, warrants and agrees with the Agent that from the date of this Agreement and until termination of this Agreement pursuant to Section 25, the Grantor shall: (a) Keep the Company is the absolute owner of its Inventory and Equipment reflected as owned by it on the Company’s books and records (and the Documents representing any such Inventory and Equipment), subject only to the security interests created hereby and other Permitted Encumbrances; (other than b) the Company shall sell its Inventory only in the normal and ordinary course of business for value received; (c) after the occurrence of an Event of Default and so long as the same continues, the Lenders shall have the right to take possession of the Company’s Inventory subject only to the rights of the Senior Lender in accordance with the Senior Loan Documents; the Company shall repay the Lenders promptly for all reasonable costs of transportation, packing, storage and insurance of any such possession, together with interest at the highest rate payable hereunder, at the time the Lenders pay such costs; and the Company’s liability to the Lenders for such repayment, together with such interest, shall be included in the Liabilities; (d) all of the Company’s Equipment or Inventory sold or disposed is of a type in which a security interest is to be perfected solely by filing a financing statement under the Uniform Commercial Code, as permitted adopted by the Credit Agreements and various states (the Note Agreements) at the places specified in Section 5(a“UCC”), except for (i) Equipment motor vehicles, aircraft, ships and Inventory (A) temporarily in transit between such locations or (B) temporarily stored with boats now owned by the third parties or held by third parties for processing, storage, engineering, evaluation, or repairs as set forth on SCHEDULE 1-ACompany, and deliver written notice to if in the Agent at least thirty (30) days prior to establishing future the Company acquires any motor vehicles, aircraft, ships or boats or other location at which it reasonably expects to maintain Inventory and/or Equipment of a type in which location a security interest is to be perfected in a manner other than by or with which third party all action required by this Agreement in addition to filing a financing statement under the UCC, the Company shall have been taken with respect promptly notify the Lenders thereof and take such steps as are necessary to all such Equipment and Inventory, (ii) Equipment sold to and subsequently repurchased from a third party perfect the Lenders’ security interest therein if so requested by the Grantor for Lenders; (e) at the period beginning on the date of such repurchase and ending on the date request of the re-sale of such Equipment to a different third partyLenders, (iii) Equipment transferred from a third party to the Grantor (such Equipment, "Trade-In Equipment") in partial satisfaction of the purchase price for Equipment sold by the Grantor to such third party for the period beginning on the date of the transfer of such Trade-In Equipment and ending on the date the Grantor sells such Trade-In Equipment and (iv) Equipment used by the Grantor in connection with demonstrations to prospective purchasers of such Equipment; provided, that the aggregate value of the Equipment described in clauses (ii), (iii) and (iv) does not exceed $10,000,000; (b) 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, as quickly as practicable after the occurrence of any loss or damage thereto which are necessary or desirable to such end; and (c) Comply an Event of Default, the Company shall provide the Lenders with the terms appraisals of the Credit Agreements Company’s Equipment by appraisers satisfactory to the Lenders; and (f) if any of the Note Agreements with respect to such Equipment and Inventory, including, without limitationCompany’s Inventory is or becomes represented by a Document, the maintenance and insurance provisions set forth Lenders may require that such Document be in Section 5.1(c) of each such form as to permit the Lenders or any Person to whom the Lenders may negotiate the same to obtain delivery to it of the Credit AgreementsInventory represented thereby.

Equipment and Inventory. The Grantor covenants Borrower represents, warrants and agrees with the Agent that from the date of this Agreement and until termination of this Agreement pursuant to Section 25, the Grantor shall: (a) Keep the Borrower has good and marketable title to its Inventory and Equipment and Inventory (other than Equipment or Inventory sold or disposed of as permitted by the Credit Agreements and the Note Agreements) at the places specified in Section 5(aDocuments representing any such Inventory and Equipment), except for (i) Equipment and Inventory (A) temporarily in transit between such locations or (B) temporarily stored with the third parties or held by third parties for processing, storage, engineering, evaluation, or repairs as set forth on SCHEDULE 1-A, and deliver written notice subject only to the Agent at least thirty (30) days prior to establishing any security interests created hereby and other location at which it reasonably expects to maintain Inventory and/or Equipment in which location or with which third party all action required by this Agreement shall have been taken with respect to all such Equipment and Inventory, (ii) Equipment sold to and subsequently repurchased from a third party by the Grantor for the period beginning on the date of such repurchase and ending on the date of the re-sale of such Equipment to a different third party, (iii) Equipment transferred from a third party to the Grantor (such Equipment, "Trade-In Equipment") in partial satisfaction of the purchase price for Equipment sold by the Grantor to such third party for the period beginning on the date of the transfer of such Trade-In Equipment and ending on the date the Grantor sells such Trade-In Equipment and (iv) Equipment used by the Grantor in connection with demonstrations to prospective purchasers of such EquipmentPermitted Encumbrances; provided, that the aggregate value of the Equipment described in clauses (ii), (iii) and (iv) does not exceed $10,000,000; (b) Maintain or cause to be maintained Borrower shall sell its Inventory only in good repair, working order, the normal and condition, excepting ordinary wear and tear and damage due to casualty, all course of the Equipment, and make or cause to be made all appropriate repairs, renewals and replacements thereof, as quickly as practicable business for value received; (c) after the occurrence of an Event of Default and so long as the same continues Lender shall have the right to take possession of Borrower’s Inventory, and Borrower shall repay Lender promptly for all reasonable costs of transportation, packing, storage and insurance of any loss such possession, together with interest at the highest rate payable hereunder, at the time Lender pays such costs; and Borrower’s liability to Lender for such repayment, together with such interest, shall be included in the Liabilities; (d) all of Borrower’s Equipment is of a type in which a security interest is to be perfected solely by filing a financing statement under the Uniform Commercial Code, except for motor vehicles now owned by Borrower, and if in the future Borrower acquires any motor vehicles, aircraft, ships or damage thereto boats or other Equipment of a type in which a security interest is to be perfected in a manner other than by or in addition to filing a financing statement under the Uniform Commercial Code, Borrower shall promptly notify Lender thereof and, at Lender’s request, take such steps as are necessary to perfect Lender’s security interest therein if so requested by Lender; (e) at the request of Lender, after the occurrence of an Event of Default and so long as the same continues, Borrower shall provide Lender with appraisals of Borrower’s Equipment by appraisers reasonably satisfactory to Lender; (f) if any of its Inventory is or desirable becomes represented by a Document, Lender may require that such Document be delivered to or as direct by Lender and such end; and (c) Comply with Document be in such form as to permit Lender or any Person to whom Lender may negotiate the terms same to obtain delivery to it of the Credit Agreements Inventory represented thereby; and (g) all Inventory at any time included in the Note Agreements with respect to such Equipment and Borrowing Base, or included in any Borrowing Base Certificate as a Eligible Inventory, including, without limitation, the maintenance and insurance provisions set forth in Section 5.1(c) of each of the Credit Agreementsis Eligible Inventory.

Equipment and Inventory. The Each Grantor covenants and agrees with the Administrative Agent that from the date of this Agreement and until termination of this Agreement pursuant to Section 2527, the such Grantor shall: (a) : Keep the its Equipment and Inventory (other than Equipment or Inventory sold or disposed of as permitted by the Credit Agreements and the Note AgreementsAgreement) at the places specified in Section 5(a5(A), except for (i) Equipment and Inventory (Ai) temporarily in transit to, from or between such locations or (Bii) temporarily stored with the third parties or held by third parties for processing, storage, consignment, engineering, evaluation, repair or repairs as sale and set forth on SCHEDULE 1in Schedule 2-AA (other than such locations where such Collateral was required to be removed pursuant to the provisions of Section 6), and deliver written notice to the Administrative Agent at least thirty fifteen (3015) days prior to establishing any other location at which or third party with which it reasonably expects to maintain Inventory and/or Equipment with a fair market value in excess of $50,000 in which location or with which third party all action required by this Agreement shall have been taken with respect to all such Equipment and Inventory, (ii) Equipment sold to and subsequently repurchased from a third party by the Grantor for the period beginning on the date of such repurchase and ending on the date of the re-sale of such Equipment to a different third party, (iii) Equipment transferred from a third party to the Grantor (such Equipment, "Trade-In Equipment") in partial satisfaction of the purchase price for Equipment sold by the Grantor to such third party for the period beginning on the date of the transfer of such Trade-In Equipment and ending on the date the Grantor sells such Trade-In Equipment and (iv) Equipment used by the Grantor in connection with demonstrations to prospective purchasers of such Equipment; provided, that the aggregate value of the Equipment described in clauses (ii), (iii) and (iv) does not exceed $10,000,000; (b) Maintain or cause to be maintained in good repair, working order, 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, as quickly as practicable after the occurrence of any loss or damage thereto which are reasonably necessary or desirable to such end; and (c) and Comply with the terms of the Credit Agreements and the Note Agreements Agreement with respect to such Equipment and Inventory, including, without limitation, the maintenance and insurance provisions set forth in Section 5.1(c7.2(O) of each of the Credit AgreementsAgreement. Neither the Administrative Agent nor any of the Holders of Secured Obligations shall give any instructions under any Collection Account Agreements unless a Default has occurred and is continuing.

Equipment and Inventory. The Grantor covenants Debtor represents, warrants and agrees with the Agent that from the date of this Agreement and until termination of this Agreement pursuant to Section 25, the Grantor shall: (a) Keep the Debtor is the absolute owner of its Inventory, Equipment and Inventory (other than Equipment or Inventory sold or disposed of as permitted by the Credit Agreements and the Note Agreements) at the places specified in Section 5(a)Documents, except for (i) Equipment and Inventory (A) temporarily in transit between such locations or (B) temporarily stored with the third parties or held by third parties for processing, storage, engineering, evaluation, or repairs as set forth on SCHEDULE 1-A, and deliver written notice subject only to the Agent at least thirty (30) days prior to establishing any other location at which it reasonably expects to maintain Inventory and/or Equipment in which location or with which third party all action required by this Agreement shall have been taken with respect to all such Equipment security interests created hereby and Inventory, (ii) Equipment sold to and subsequently repurchased from a third party by the Grantor for the period beginning on the date of such repurchase and ending on the date of the re-sale of such Equipment to a different third party, (iii) Equipment transferred from a third party to the Grantor (such Equipment, "Trade-In Equipment") in partial satisfaction of the purchase price for Equipment sold by the Grantor to such third party for the period beginning on the date of the transfer of such Trade-In Equipment and ending on the date the Grantor sells such Trade-In Equipment and (iv) Equipment used by the Grantor in connection with demonstrations to prospective purchasers of such EquipmentPermitted Liens; provided, that the aggregate value of the Equipment described in clauses (ii), (iii) and (iv) does not exceed $10,000,000; (b) Maintain or cause to be maintained the Debtor will sell its Inventory only in good repair, working order, the ordinary course of business 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, as quickly as practicable otherwise permitted hereunder; (c) after the occurrence of any loss or damage thereto which are necessary or desirable an Event of Default, the Bank shall have the right to such end; and (c) Comply with the terms take possession of the Credit Agreements Inventory and the Note Agreements Debtor hereby assigns to the Bank its right of stoppage in transit with respect to such Equipment Inventory; the Debtor will repay the Bank promptly for all reasonable costs of transportation, packing, storage and Inventoryinsurance of any such possession, includingtogether with interest at the highest rate payable hereunder, without limitationat the time the Bank pays such costs; and the Debtor's liability to the Bank for such repayment with interest shall be included in the Debtor's Obligations and the Borrower's Obligations; (d) if any such Inventory is or becomes represented by a Document, the maintenance Bank may require that such Document be in such form as to permit the Bank or anyone to whom the Bank may negotiate the same to obtain delivery to it of the Inventory represented thereby; and insurance provisions (e) all of the Debtor's Equipment as of the date hereof is set forth on Schedule 3.9 attached hereto and is of a type in Section 5.1(c) which a security interest is to be perfected solely by filing a financing statement under the Uniform Commercial Code, as adopted in the various states, except for motor vehicles owned by the Debtor, and if in the future the Debtor acquires any equipment of each of a type in which a security interest is to be perfected in a manner other than by or in addition to filing a financing statement under the Credit AgreementsUniform Commercial Code, as adopted in the various states, the Debtor shall promptly notify the Bank thereof and take such steps as are necessary to perfect the Bank's security interest therein.