Common use of Change in Location of Collateral Clause in Contracts

Change in Location of Collateral. No Grantor shall (i) maintain any Collateral with a Fair Market Value in excess of $1,000,000 (other than Inventory in transit, consignments of Inventory not in excess of $1,000,000), rolling stock, equipment in transit between locations set forth in Exhibit A, equipment at other locations for purposes of maintenance or repair and Collateral in the Collateral Agent’s possession or the possession of any ABL Collateral Agent) at any location other than those locations listed on Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its jurisdiction of organization from the location identified in Exhibit A, unless in each case it gives the Collateral Agent prompt written notice thereof but in any event described in clause (iii) not later than 30 days prior thereto, and executes or authorizes the filing of any and all financing statements and other documents that are necessary or that the Collateral Agent reasonably requests in connection therewith. In the event any Grantor changes or adds any location of Collateral, such Grantor shall prepare and promptly deliver to the Collateral Agent a revised Exhibit A, which shall automatically be adopted as Exhibit A for all purposes. Each Grantor agrees not to effect or permit any change referred to in the preceding sentences unless all filings are promptly made under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest (subject to the terms of each Intercreditor Agreement (if any) and subject to Permitted Liens) in the Collateral for its benefit and the benefit of the other Secured Parties.

Change in Location of Collateral. No Grantor shall (i) maintain any Collateral with a Fair Market Value in excess of $1,000,000 (other than Inventory in transit, consignments of Inventory not in excess of $1,000,000), rolling stock, equipment in transit between locations set forth in Exhibit A, equipment at other locations for purposes of maintenance or repair and Collateral in the Collateral Agent’s possession or the possession of any ABL Collateral Agent) applicable agent or other Person acting in an administrative capacity for other indebtedness subject to an Intercreditor Agreement at any location other than those locations listed on Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its jurisdiction of organization from the location identified in Exhibit A, unless in each case it gives the Collateral Agent prompt written notice thereof but in any event described in clause (iii) not later than 30 days prior thereto, and executes or authorizes the filing of any and all financing statements and other documents that are necessary or that the Collateral Agent reasonably requests in connection therewith. In the event any Grantor changes or adds any location of Collateral, such Grantor shall prepare and promptly deliver to the Collateral Agent a revised Exhibit A, which shall automatically be adopted as Exhibit A for all purposes. Each Grantor agrees not to effect or permit any change referred to in the preceding sentences unless all filings are promptly made under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest (subject to the terms of each Intercreditor Agreement (if any) and subject to Permitted Liens) in the Collateral for its benefit and the benefit of the other Secured Parties.

Change in Location of Collateral. No Grantor shall (i) maintain any Collateral with a Fair Market Value in excess of $1,000,000 2,500,000 (other than Inventory in transit, consignments of Inventory not in excess of $1,000,000)2,500,000, rolling stock, equipment in transit between locations set forth in Exhibit A, equipment at other locations for purposes of maintenance or repair and Collateral in the Collateral Agent’s possession or the possession of any ABL Collateral Agent) at any location other than those locations listed on Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its jurisdiction of organization from the location identified in Exhibit A, unless in each case it gives the Collateral Agent prompt written notice thereof but in any event described in clause (iii) not later than 30 days prior thereto, and executes or authorizes the filing of any and all financing statements and other documents that are necessary or that the Collateral Agent reasonably requests in connection therewith. In the event any Grantor changes or adds any location of Collateral, such Grantor shall prepare and promptly deliver to the Collateral Agent a revised Exhibit A, which shall automatically be adopted as Exhibit A for all purposes. Each Grantor agrees not to effect or permit any change referred to in the preceding sentences unless all filings are promptly made under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest (subject to the terms of each Intercreditor Agreement (if any) and subject to Permitted Liens) in the Collateral for its benefit and the benefit of the other Secured Parties.

Change in Location of Collateral. No Grantor shall (i) maintain any Collateral with a Fair Market Value in excess of $1,000,000 (other than Inventory in transit, consignments of Inventory not in excess of $1,000,000), rolling stock, equipment in transit between locations set forth in Exhibit A, equipment at other locations for purposes of maintenance or repair and Collateral in the Collateral Agent’s possession or the possession of any ABL Collateral Agent) applicable agent or other Person acting in an administrative capacity for other indebtedness subject to an intercreditor agreement at any location other than those locations listed on Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its jurisdiction of organization from the location identified in Exhibit A, unless in each case it gives the Collateral Agent prompt written notice thereof but in any event described in clause (iii) not later than 30 days prior thereto, and executes or authorizes the filing of any and all financing statements and other documents that are necessary or that the Collateral Agent reasonably requests in connection therewith. In the event any Grantor changes or adds any location of Collateral, such Grantor shall prepare and promptly deliver to the Collateral Agent a revised Exhibit A, which shall automatically be adopted as Exhibit A for all purposes. Each Grantor agrees not to effect or permit any change referred to in the preceding sentences unless all filings are promptly made under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest (subject to the terms of each the Closing Date Intercreditor Agreement (if any) and subject to Permitted Liens) in the Collateral for its benefit and the benefit of the other Secured Parties.

Change in Location of Collateral. No Grantor shall (i) maintain any Collateral with a Fair Market Value in excess of $1,000,000 500,000 (other than Inventory in transit, consignments of Inventory not in excess of $1,000,000500,000), rolling stock, equipment in transit between locations set forth in Exhibit A, equipment at other locations for purposes of maintenance or repair and Collateral in the Collateral Agent’s possession or the possession of any ABL Collateral Agent) at any location other than those locations listed on Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its jurisdiction of organization from the location identified in Exhibit A, unless in each case it gives the Collateral Agent prompt written notice thereof but in any event described in clause (iii) not later than 30 days prior thereto, and executes or authorizes the filing of any and all financing statements and other documents that are necessary or that the Collateral Agent reasonably requests in connection therewith. In the event any Grantor changes or adds any location of Collateral, such Grantor shall prepare and promptly deliver to the Collateral Agent a revised Exhibit A, which shall automatically be adopted as Exhibit A for all purposes. Each Grantor agrees not to effect or permit any change referred to in the preceding sentences unless all filings are promptly made under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest (subject to the terms of each Intercreditor Agreement (if any) and subject to Permitted Liens) in the Collateral for its benefit and the benefit of the other Secured Parties.