Special Covenants With Respect to Equipment and Inventory. Each Grantor shall:
(a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b) annexed hereto or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken;
(b) cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices. Each Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment owned by such Grantor;
(c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and (where applicable) the current list prices for such Inventory;
(d) if any Inventory is in possession or control of any of such Grantor's agents or processors, if the aggregate book value of all such Inventory exceeds $300,000, and in any event upon the occurrence of an Event of Default (as defined in the Credit Agreement) or the occurrence of an Early Termination Date (as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest Rate and Currency Exchange Agreement in the form prepared by the International Swap and Derivatives Association Inc. or a similar event under any similar swap agreement) under any Lender Interest Rate Agreement (either such occurrence being an "Event of Default" for purposes of this Agreement), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party.
(e) promptly upon the issuance and delivery to such Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.
Special Covenants With Respect to Equipment and Inventory. Each Grantor shall:
(a) if any Inventory is in possession or control of any of such Grantor’s agents or processors, if the aggregate book value of all such Inventory exceeds $250,000, and in any event upon the occurrence of an Event of Default and at the written request of Secured Party, instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party;
(b) if any Inventory is located on premises leased by such Grantor, at the written request of Secured Party, use commercially reasonable efforts to deliver to Secured Party a fully executed Collateral Access Agreement; and
(c) promptly upon the issuance and delivery to such Grantor of any negotiable Document with a value in excess of $100,000, deliver such Document to Secured Party.
Special Covenants With Respect to Equipment and Inventory. Each Grantor shall:
(a) if any Inventory is in possession or control of any of such Grantor’s agents or processors, if the aggregate book value of all such Inventory exceeds $100,000, and in any event upon the occurrence of an Event of Default, instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party;
(b) subject to Section 6.15(b) of the Credit Agreement, if any Inventory is located on premises leased by such Grantor, deliver to Secured Party a fully executed Landlord Waiver; and
(c) promptly upon the issuance and delivery to such Grantor of any negotiable Document having a value or face amount in excess of $25,000, deliver such Document to Secured Party.
Special Covenants With Respect to Equipment and Inventory. Each Grantor shall:
(a) keep the Equipment and Inventory owned by such Grantor at the places therefor specified on Schedule 4(b), or upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken;
(b) except as otherwise permitted by Section 6.6 of the Credit Agreement, cause the Equipment owned by such Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with such Grantor's past practices, and shall forthwith 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 Secured Party a statement respecting any material loss or damage to the Equipment owned by such Grantor, but only to the extent that such loss or damage is material to the Equipment owned by Company and its Subsidiaries, taken as a whole;
(c) keep correct and accurate records of Inventory owned by such Grantor, itemizing and describing the kind, type and quantity of such Inventory, and such Grantor's cost therefor;
(d) if any Inventory is in the possession or control of any of such Grantor's agents or processors, within 30 days of the Closing Date (with respect to existing agents or processors) and promptly after any such Inventory comes into the possession or control of such Grantor's agents or processors (with respect to future agents or processors), instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party, and use commercially reasonable efforts, but at no out-of-pocket cost to such Grantor, to obtain waivers or bailee letters in form and substance reasonably satisfactory to Collateral Agent from all public warehouses in which Inventory is maintained and all such agents or processors; and
(e) each Grantor shall, at its own expense, maintain insurance with respect to the Equipment and Inventory in accordance with the terms of the Credit Agreement.
Special Covenants With Respect to Equipment and Inventory. Each Grantor shall:
(a) if any Inventory is in possession or control of any of such Grantor’s agents or processors, upon the occurrence and during the continuance of an Event of Default, instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party; and
(b) promptly upon the issuance and delivery to such Grantor of any negotiable Document with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt), deliver such Document to Secured Party.
Special Covenants With Respect to Equipment and Inventory. Grantor shall:
Special Covenants With Respect to Equipment and Inventory. The Borrower Parties shall:
(a) keep the Borrower Parties’ Equipment and Inventory (other than Inventory in transit or temporarily located elsewhere in the ordinary course of business) at the places of the Borrower Parties therefor specified on Exhibit A annexed hereto or, upon 30 days’ prior written notice to the Secured Party, at the other places in jurisdictions where all action that may be necessary or desirable, in the judgment of the Secured Party, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable the Secured Party to exercise and enforce its rights and remedies hereunder, with respect to the Equipment and Inventory shall have been taken; and
(b) cause the Equipment necessary in the Borrower Parties’ operations to be maintained and preserved in good working order and condition, ordinary wear and tear excepted, and make or cause to be made all necessary repairs thereto and replacements and other improvements thereof.
Special Covenants With Respect to Equipment and Inventory. Grantor shall:
(a) keep the Equipment and Inventory at the Premises or, upon 30 days prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory shall have been taken;
(b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and shall forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment; and
(c) perform all acts that are necessary or desirable to cause all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals. waivers, orders, rights, and agreements in which a security interest has been conveyed to Secured Party pursuant to subsection 1(h) to remain in full force and effect.
Special Covenants With Respect to Equipment and Inventory. Grantor shall:
(a) cause the Equipment to be maintained and preserved in merchantable quality, and shall forthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) of Section 8 is not applicable, 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. Grantor shall promptly furnish to Secured Party a statement respecting any material loss or damage to any of the Equipment;
(b) keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, Grantor's cost therefor and (where applicable) the current list prices for the Inventory;
(c) upon the occurrence of an Event of Default, if any Inventory is in possession or control of any of Grantor's agents or processors, instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party; and
(d) promptly upon the issuance and delivery to Grantor of any Negotiable Document of Title, deliver such Negotiable Document of Title to Secured Party.
Special Covenants With Respect to Equipment and Inventory. Each Grantor shall:
(a) upon the occurrence and during the continuation of an Event of Default, if any Inventory located in the United States is in possession or control of any of such Grantor’s agents or processors and the aggregate book value of all such Inventory exceeds $1,000,000, instruct such agent or processor to hold all such Inventory for the account of Secured Party and subject to the instructions of Secured Party; and
(b) if any Inventory located in the United States is located on premises leased by such Grantor and the Inventory at such location has an aggregate book value in excess of $1,000,000, use its commercially reasonable efforts to deliver to Secured Party a fully executed landlord waiver or access agreement, in form and substance reasonably satisfactory to Secured Party; and
(c) upon the occurrence and during the continuation of an Event of Default, deliver to Secured Party any negotiable Document issued to such Grantor in respect of Inventory or Equipment located in the United States.
