Common use of Location of Collateral Clause in Contracts

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Parties at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11, except for (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory at locations within the continental US other than those specified in the first sentence of this Section 6.11 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after storing Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit and transit, Inventory sold in the ordinary course of businessbusiness and raw materials and work-in-process located at manufacturing sites operated by a third party, will at all times be kept by the Credit Borrower Parties at one or more of the business locations of the Credit Borrower Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence6.11. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.116.11 except as permitted in the immediately preceding sentence and except for, except for prior to an Event of Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory at locations within the continental US other than those specified in the first sentence of this Section 6.11 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit and transit, Inventory sold in the ordinary course of businessbusiness and raw materials and work-in-process located at manufacturing sites operated by a third party, will at all times be kept by the Credit Borrower Parties at one or more of the business locations of the Credit Borrower Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence6.11. The Inventory shall not, without the prior written approval of the Administrative Agent, which approval shall not be unreasonably withheld, be moved from the locations set forth on Schedule 6.116.11 except as permitted in the immediately preceding sentence and except for, except for in the absence of a continuing Event of Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory at locations within the continental US U.S. other than those specified in the first sentence of this Section 6.11 as updated from time to time if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty fifteen (3015) days after Business Days prior to storing Inventory at such location, (ii) the Lender GroupAdministrative Agent’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) if requested by the Borrowers have used their reasonable best efforts to have the Administrative Agent, any owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement Agreement, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Borrower Parties at one or more of the business locations of the Credit Borrower Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence6.11. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.116.11 except as permitted in the immediately preceding sentence and prior to an Event of Default, except for (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory at locations within the continental US other than those specified in the first sentence of this Section 6.11 if (i) the Administrative Borrower gives Borrowers give the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) if requested by the Borrowers have used their reasonable best efforts to have Administrative Agent, the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement Agreement, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Borrower Parties at one or more of the business locations of the Credit Borrower Parties set forth in Schedule 6.11 except for In-Transit or any other location if (i) the Borrower gives the Administrative Agent written notice of the new location at least thirty (30) days prior to storing Collateral (other than Inventory) at such location, Inventory (ii) the Lender Group’s security interest in transit within such Collateral is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Party’s nor the United States Administrative Agent’s right of entry upon the premises where such Collateral is stored or its right to remove the Collateral therefrom, is in any way restricted, and as permitted in (iv) the following sentenceowner of such premises shall have executed and delivered to the Administrative Agent a Collateral Access Agreement. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.116.11 except as permitted in the immediately preceding sentence and prior to an Event of Default, except for (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory at locations within the continental US other than those specified in the first sentence of this Section 6.11 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement Agreement, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Parties at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence8.1(y). The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.118.1(y) except as permitted in the immediately preceding sentence and, except for prior to an Event of Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7 12.5 and (b) the storage of Inventory at locations within the continental US United States or, if such Credit Party is located in Canada, within Canada (other than the Province of Quebec) other than those specified in the first sentence of this Section 6.11 10.18 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after storing prior to the storage of Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, therefrom is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement Agreement, unless the Administrative Agent, at its option, has established appropriate Reserves with respect to such premises, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent. If after the Closing Date any Credit Party keeps Inventory with a value of more than $200,000 at any leased location (other than a leased retail store location), such Credit Party shall notify the Administrative Agent and, unless the Administrative Agent otherwise agrees, such Credit Party shall deliver to the Administrative Agent a fully-executed Collateral Access Agreement with respect to such location.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businesstransit, will shall at all times be kept by the Credit Parties Obligors at one or more of the business locations of the Credit Parties Obligors set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States 8.1.1 hereto and as permitted in the following sentence. The Inventory shall notnot be moved therefrom, without the prior written approval of the Administrative Agent, be moved from except that in the locations set forth on Schedule 6.11absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, except for Obligors may (ai) make sales or other dispositions of assets permitted any Collateral to the extent not prohibited by Section 10.2.9 and (ii) move Inventory or any record relating to any Collateral to a location in the United States other than those shown on Schedule 8. 1.1 hereto so long as Obligors give Agent notice of such new location in the next Compliance Certificate required to be delivered to Agent pursuant to Section 8.7 and (b) 10.1.3; provided, that Obligors shall not be required to provide such notice to Agent with respect to any new location so long as the storage Value of Inventory at such location does not at any time exceed $100,000 and the aggregate Value of Inventory at all such locations within does not at any time exceed $500,000. Following the continental US movement of any Inventory to such new location, Obligors shall cooperate with Agent in connection with the filing of any UCC-1 financing statements and the delivery any other than those specified appropriate documentation (excluding Lien Waivers to the extent not required by the following sentence) necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory. Notwithstanding anything to the contrary contained in the first sentence of this Section 6.11 if Agreement, Obligors shall not be permitted to keep, store or otherwise maintain any Inventory at any location (including any location described in Schedule 8.1.1), unless (i) an Obligor is the Administrative Borrower gives the Administrative Agent written notice owner of the new storage location within at least thirty (30) days after storing Inventory at such location, (ii) an Obligor leases such location and either the Lender Grouplandlord has executed in favor of Agent a Lien Waiver, if Agent requires, or a Rent Reserve has been established with respect to such location, (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, and either (A) Agent has received from such warehouseman, bailee or processor an acceptable Lien Waiver and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent’s security interest in such Inventory is and continues or (B) if Agent requires, a Rent Reserve has been established with respect to be a duly perfectedsuch location, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) in the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect case of any Collateral maintained location that does not satisfy the requirements of any of the foregoing clauses (i), (ii) or (iii), the Value of Inventory at such premises are promptly delivered to location does not at any time exceed $100,000 and the Administrative Agent and aggregate Value of Inventory at all such locations under this clause (iv) does not at any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agenttime exceed $500,000.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Borrower Parties at one or more of the business locations of the Credit Borrower Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence6.11. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.116.11 except as permitted in the immediately preceding sentence and prior to an Event of Default, except for (ai) sales or other dispositions of assets permitted pursuant to Section 8.7 and (bii) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 if (iA) the Administrative applicable Borrower Party gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (iiB) the Lender Group’s Lenders' security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iiiC) neither any Credit Borrower Party’s 's nor the Administrative Agent’s 's right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (ivD) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement an agreement, in form and substance acceptable to the Administrative Agent, waiving any landlord's, bailee's, warehouseman's or other Lien in respect of the Inventory for unpaid rent or storage charges, and (vE) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businesstransit, will at all times be kept by the Credit Parties each Borrower at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States EXHIBIT B or other locations permitted pursuant to SECTION 9.2(M) hereof and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11therefrom except, except prior to an Event of Default, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 and Inventory in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on EXHIBIT B if (i) the Administrative Borrower gives the Administrative Borrowers give Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) Agent's security interest, for the Lender Group’s security interest benefit of Lenders, in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither Borrowers' nor Agent's nor any Credit Party’s nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees with Agent and/or Lenders not to assert any landlord's, and any bailee's or other Lien in respect of the Inventory for unpaid rent or storage charges, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Agent; and (C) temporary transfers of Inventory from a location set forth on EXHIBIT B to another location if done for the Administrative Agent and any non-negotiable documents and receipts limited purpose of additional processing to such Inventory in respect the ordinary course of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agenta Borrower's business.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold motor vehicles, or Collateral in the ordinary course possession of businessAgent or Lenders, will at all times be kept by the Credit Parties Borrowers at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States 4.5 and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from therefrom except, prior to an Event of Default and the locations set forth on Schedule 6.11acceleration of the maturity of the Obligations in consequence thereof, except for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 and Inventory in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Schedule 4.5 if (i) the Administrative Borrower gives the Administrative Borrowers give Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) the Lender Group’s Agent's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, subject only to Permitted Liens (iii) neither any Credit Party’s Borrowers' nor the Administrative Agent’s 's right of entry upon the premises where such Inventory is stored stored, or its their right to remove the Inventory therefrom, is restricted, other than by applicable law, in any way restrictedmaterial respect, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees with Agent not to assert any landlord's, and any bailee, warehouseman 's or similar party that will be other Lien in possession respect of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement Inventory for unpaid rent or storage charges and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Agent; (C) transfers of Equipment from a location set forth on Schedule 4.5 to another location set forth on Schedule 4.5 and any non-negotiable documents and receipts (D) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentpermitted by Section 9.2(O) hereof.

Location of Collateral. All Collateral, other than Inventory in transit and transit, Inventory being sold in the ordinary course of business, motor vehicles, tractors and trailers, will at all times be kept by the Credit Parties Borrower at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States Exhibit B hereto and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from therefrom except, prior to an Event of Default and Agent's acceleration of the locations set forth on Schedule 6.11maturity of the Obligations in consequence thereof, except for (ai) sales or other removals in connection with dispositions of assets permitted pursuant to Section 8.7 and Equipment that are authorized by subsection 6.4.2 hereof; (bii) the storage of Inventory or Equipment by Borrower at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Exhibit B if (ia) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory or Equipment at such location, (iib) the Lender Group’s Agent's security interest in such Inventory and Equipment is and continues to be a duly perfected, first priority Lien thereon, (iiic) neither any Credit Party’s Borrower's nor the Administrative Agent’s 's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory or Equipment therefrom, is in any way restrictedrestricted or Agent has received from the lessor or bailee of such premises a landlord waiver or bailee letter in form and substance acceptable to Agent, (ivd) the Borrowers have used their reasonable best efforts to have the owner of such premises, and premises agrees with Agent not to assert any landlord's bailee, warehouseman 's or similar party that will be other Lien in possession respect of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement Inventory for unpaid rent or storage charges and (ve) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Agent; and any non-negotiable documents and receipts in respect (iii) removals of any Collateral maintained at such premises are issued Inventory or Equipment by Borrower from one business location of Borrower to the Administrative Agent and promptly delivered to the Administrative Agentanother business location of Borrower (which location shall be listed on Exhibit B).

Location of Collateral. All Collateral, other than Inventory in transit (a) Each Grantor represents and Inventory sold in warrants to the ordinary course of business, will at all times be kept by Agent and the Credit Parties at one or more Lenders that: (i) SCHEDULE 4 attached hereto is a correct and complete list of the business location of such Grantor's chief executive office, the location of its books and records, the locations of the Credit Parties set forth in Schedule 6.11 except for InCollateral (other than (A) in-Transit transit Inventory, (B) any location at which Inventory excluded from the Eligible Collateral (as defined in the ABL Credit Agreement) in the most recent borrowing base certificate delivered to the ABL Agent under the ABL Credit Agreement is located and (C) locations of Inventory in transit within the United States and as permitted form of raw materials, PROVIDED, that the aggregate amount of all Eligible Inventory in the following sentence. The Inventory shall not, without form of raw materials does not exceed $10,000,000); and (ii) SCHEDULE 4 correctly identifies (A) any of such facilities and locations that are not owned by such Grantor and (B) any of such facilities and locations in which such Grantor is not a tenant and sets forth the prior written approval names of the Administrative Agentowners, be moved the lessors or the operators of such facilities and locations. Each Grantor covenants and agrees that it will not (x) maintain any Collateral (other than (I) in-transit Inventory, (II) Inventory that was excluded from the locations set forth on Schedule 6.11, except for (a) sales or other dispositions of assets permitted pursuant Eligible Collateral in the most recent borrowing base certificate delivered to Section 8.7 the ABL Agent under the ABL Credit Agreement and (bIII) Inventory in the storage form of raw materials, PROVIDED, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000) at locations within the continental US any location other than those specified locations listed for such Grantor on SCHEDULE 4, (y) otherwise change or add to any of such locations, or (z) change the location of its chief executive office from the location identified in the first sentence of this Section 6.11 if (i) the Administrative Borrower SCHEDULE 4, unless it gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after storing days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory located at contractors' premises or xxxxx, in-transit Inventory and xxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors' premises or xxxxx, in-transit Inventory and xxxx and hold Inventory) will be, located either (1) on premises owned by such locationGrantor, (ii2) on premises leased by such Grantor, PROVIDED that the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor Agent has received an executed landlord waiver from the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner landlord of such premisespremises in form and substance satisfactory to the Agent, and any or (3) in a warehouse or with a bailee, warehouseman or similar party PROVIDED that will be the Agent has received an executed bailee letter from the applicable Person in possession of such Inventory, to have executed form and delivered substance satisfactory to the Administrative Agent; PROVIDED, HOWEVER, that in each case the Agent a Collateral Access Agreement may in its sole discretion waive such requirement in writing to such extent and (v) all negotiable documents and receipts under such conditions as the Agent may from time to time in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agentits sole discretion determine.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businessmotor vehicles, will at all times be kept by the Credit Parties Borrower at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States Exhibit D and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Collateral Agent, be moved from the locations set forth on Schedule 6.11therefrom except, except prior to an Event of Default, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 and Inventory in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Exhibit D if (i) the Administrative Borrower gives the Administrative Collateral Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) Collateral 42 Agent's security interest, for the Lender Group’s security interest benefit of Lenders, in such Inventory is and continues to be a duly perfected, first priority Lien thereon, subject only to Permitted Liens, (iii) neither any Credit Party’s Borrower's nor the Administrative Collateral Agent’s 's nor Lenders' right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, except by operation of law, and (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Collateral Agent; and any non-negotiable documents and receipts (C) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized by Section 7.4 hereof.

Location of Collateral. All tangible Collateral, other than Inventory in transit and Inventory sold motor vehicles and any Collateral in the ordinary course possession of businessLender, will at all times be kept by the Credit Parties each Borrower at one or more of the business locations of the Credit Parties Collateral Locations set forth in the Location and Real Property Schedule 6.11 except and, unless otherwise approved by Lender, shall not be moved therefrom except, prior to an Event of Default, for In-Transit Inventory, (A) sales of Inventory in transit within the United States and as permitted in the following sentence. The Inventory shall not, without the prior written approval ordinary course of the Administrative Agent, be moved from the locations set forth on Schedule 6.11, except for business; (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (bB) the storage of Inventory at locations within the continental US United States other than those specified in shown on the first sentence of this Section 6.11 Location and Real Property Schedule if (i) the Administrative a Borrower gives the Administrative Agent Lender written notice of the new storage location within at least thirty sixty (3060) days after prior to storing Inventory at such location, (ii) the Lender Group’s Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s Borrower's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is not in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent premises executes a Collateral Access Agreement Lien Waiver and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Lender; and any non-negotiable documents and receipts (C) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized herein.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of business, Collateral will at all times be kept by the Credit Parties Borrower at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States Exhibit D and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative AgentLender, be moved from the locations set forth on Schedule 6.11therefrom except, except prior to an Event of Default and written notice thereof to Borrower, for (aA) sales or other dispositions transactions in the ordinary course of assets permitted pursuant to Section 8.7 and business; (bB) the storage of Inventory Collateral at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Exhibit D if (i) the Administrative Borrower gives the Administrative Agent Lender written notice of the new storage location within at least thirty (30) days after prior to storing Inventory Collateral at such location, (ii) the Lender Group’s Lender's security interest in such Inventory Collateral is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory Collateral is stored stored, or its right to remove the Inventory Collateral therefrom, is not in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees in writing with Lender to allow Lender a reasonable period of time to use the premises without charge (other than regular rent on a per diem basis), and also agrees not to assert any landlord's, bailee's or other Lien in respect of the Collateral for unpaid rent, warehouseman storage or similar party that will be in possession of such Inventoryother charges, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Lender; and any non-negotiable documents and receipts (c) removals in respect connection with dispositions of any Collateral maintained at such premises that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized by Section 5.4 hereof.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Parties at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence8.1(y). The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.118.1(y) except as permitted in the immediately preceding sentence and, except for prior to an Event of Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7 12.5 and (b) the storage of Inventory at locations within the continental US United States or, if such Credit Party is located in Canada, within Canada (other than the Province of Quebec) other than those specified in the first sentence of this Section 6.11 10.18 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after storing prior to the storage of Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, therefrom is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement Agreement, unless the Administrative Agent, at its option, has established appropriate Reserves with respect to such premises, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent. If after the Closing Date any Credit Party keeps Inventory with a value of more than $200,000 at any leased location, such Credit Party shall notify the Administrative Agent and, unless the Administrative Agent otherwise agrees, such Credit Party shall deliver to the Administrative Agent a fully-executed Collateral Access Agreement with respect to such location.

Location of Collateral. All tangible Collateral, other than Inventory in transit and Inventory sold motor vehicles and any Collateral in the ordinary course possession of businessLender, will at all times be kept by the Credit Parties Borrower at one or more of the business locations of the Credit Parties Collateral Locations set forth in the Location and Real Property Schedule 6.11 except and, unless otherwise approved by Lender, shall not be moved therefrom except, prior to an Event of Default, for In-Transit Inventory, (A) sales of Inventory in transit within the United States and as permitted in the following sentence. The Inventory shall not, without the prior written approval ordinary course of the Administrative Agent, be moved from the locations set forth on Schedule 6.11, except for business; (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (bB) the storage of Inventory at locations within the continental US United States other than those specified in shown on the first sentence of this Section 6.11 Location and Real Property Schedule if (i) the Administrative Borrower gives the Administrative Agent Lender written notice of the new storage location within at least thirty sixty (3060) days after prior to storing Inventory at such location, (ii) the Lender Group’s Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s Borrower's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is not in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent premises executes a Collateral Access Agreement Lien Waiver and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Lender; and any non-negotiable documents and receipts (C) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized herein.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businessmotor vehicles, will at all times be kept by the Credit Parties a Borrower at one or more of the business locations Collateral Locations of the Credit Parties such Borrower set forth in the Location and Real Property Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, not be moved from the locations set forth on Schedule 6.11, located elsewhere except for (aA) sales of Inventory in the ordinary course of business except if the Agent or other dispositions the Requisite Lenders have directed Borrowers to cease making such sales following the occurrence of, and during the continuance of, an Event of assets permitted pursuant to Section 8.7 and Default; (bB) the storage or location of Inventory at locations within the continental US other than United States and its territories which have adopted the Uniform Commercial Code in addition to those specified in shown on the first sentence of this Section 6.11 Location and Real Property Schedule if (i) the Administrative such Borrower gives the Administrative Agent written notice of the new storage location within at least thirty forty-five (3045) days after storing prior to placing Inventory at such location, (ii) the Lender Group’s Agent's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereonthereon (and Borrowers take all actions required by the Agent pursuant to the provisions of Section 6.3 hereof to ensure the foregoing), (iii) neither any Credit Party’s such Borrower's nor the Administrative Agent’s 's right of entry upon the premises where such Inventory is stored located, or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises executes a Lien Waiver or the Agent has imposed an appropriate Reserve for rentals as such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to as determined by the Administrative Agent a Collateral Access Agreement based on its customary credit considerations and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Agent; and any non-negotiable documents and receipts (C) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized herein.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businesstransit, will at all times be kept by the Credit Parties Borrower at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States EXHIBIT B or other locations permitted pursuant to SECTION 9.2(M) hereof and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11therefrom except, except prior to an Event of Default, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 and Inventory in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on EXHIBIT B if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) Agent's security interest, for the Lender Group’s security interest benefit of Lenders, in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither Borrower's nor Agent's nor any Credit Party’s nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees with Agent and/or Lenders not to assert any landlord's, and any bailee's or other Lien in respect of the Inventory for unpaid rent or storage charges, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Agent; and (C) temporary transfers of Inventory from a location set forth on EXHIBIT B to another location if done for the Administrative Agent and any non-negotiable documents and receipts limited purpose of additional processing to such Inventory in respect the ordinary course of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative AgentBorrower's business.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businessmotor vehicles, will at all times be kept by the Credit Parties Borrowers and their respective Subsidiaries at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States EXHIBIT B hereto and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative AgentLender, be moved from therefrom except, prior to an Event of Default and Lender's acceleration of the locations set forth on Schedule 6.11maturity of the Obligations in consequence thereof, except for (ai) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory in the ordinary course of business; and (bii) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on EXHIBIT B if (iA) the Administrative Borrower gives the Administrative Agent Borrowers give Lender written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (iiB) the Lender Group’s Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereonthereon (subject only to Permitted Liens), (iiiC) neither any Credit Party’s Borrowers' nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way is restricted, (ivD) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees in writing pursuant to a waiver agreement, in form and substance acceptable to Lender, among other things, not to assert any landlord's, bailee's or other Lien in respect of the Inventory for unpaid rent or storage charges, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (vE) all negotiable documents and receipts in respect of any Collateral maintained at such premises are delivered promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative AgentLender.

Location of Collateral. All Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 is a correct and complete list of the locations of all of books and records concerning the Collateral, the 116549.01087/134240171v.5 locations of the Collateral (other than Inventory bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Parties at one or more of the business to any such locations of the Credit Parties set forth in Schedule 6.11 and except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence. The Inventory shall not, without the prior written approval case of the Administrative Agent, new locations which have not been required to be moved from the locations set forth updated on Schedule 6.11, except for (a) sales or other dispositions of assets permitted 4.4 pursuant to Section 8.7 9.1(d)(v) as of any date this representation is made; and (b) the storage Collateral shall remain at all times in the possession of Inventory such Borrower (or, to the extent contemplated by the Loan Documents, in the possession or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at locations within the continental US any location other than those specified listed in the first sentence Schedule 4.4 (other than any new locations which are not required to have been updated on Schedule 4.4 pursuant to Section 9.1(d)(v)), and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents reasonably requested by Agent in such circumstance and, not less frequently than when required by Section 9.1(d)(v), such Borrower delivers to Agent an update to Schedule 4.4. Notwithstanding any provision of this Section 6.11 if Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (i) unless the Administrative Borrower gives Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the Administrative Agent written notice perfection of the new storage location within at least thirty (30) days after storing Inventory at such location, (ii) the Lender GroupAgent’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agentstored electronically.

Location of Collateral. All Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businesstransit, will at all times be kept by the Credit Parties Borrower at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States 4.4 and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11therefrom except, except prior to an Event of Default for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 and Inventory in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Schedule 4.4 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) the Lender Group’s Agent's and Lenders' security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s Borrower's nor the Administrative Agent’s 's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees with Agent not to assert any landlord's, and any bailee, warehouseman 's or similar party that will be other Lien in possession respect of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement Inventory for unpaid rent or storage charges except as otherwise provided herein and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Agent; (C) temporary transfers (for a period not to exceed three (3) months in any event) of Equipment from a location set forth on Schedule 4.4 to another location if done for the Administrative Agent limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business and any non-negotiable documents and receipts (D) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized by Section 7.4 hereof.

Location of Collateral. All Collateral, other than Inventory ---------------------- in transit and Inventory sold in the ordinary course of businessmotor vehicles, will at all times be kept by the Credit Parties Borrowers and their respective Subsidiaries at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States EXHIBIT B hereto and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative AgentLender, be moved from therefrom except, prior to an Event of Default and Lender's acceleration of the locations set forth on Schedule 6.11maturity of the Obligations in consequence thereof, except for (ai) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory in the ordinary course of business; and (bii) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on EXHIBIT B if (iA) the Administrative Borrower gives the Administrative Agent Borrowers give Lender written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (iiB) the Lender Group’s Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereonthereon (subject only to Permitted Liens), (iiiC) neither any Credit Party’s Borrowers' nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way is restricted, (ivD) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees in writing pursuant to a waiver agreement, in form and substance acceptable to Lender, among other things, not to assert any landlord's, bailee's or other Lien in respect of the Inventory for unpaid rent or storage charges, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (vE) all negotiable documents and receipts in respect of any Collateral maintained at such premises are delivered promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative AgentLender.

Location of Collateral. All CollateralCollateral consisting of Inventory of Borrower and its Subsidiaries, other than Inventory in transit and Inventory sold in the ordinary course of businesstransit, will shall at all times be kept by the Credit Parties Borrower and its Subsidiaries at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory7.1.1 hereto, Inventory in transit within and all of the United States and Equipment Collateral, other than motor vehicles, shall at all times be kept by Borrower at the Real Property or as permitted in the following sentence. The Inventory pursuant to this Section 7.1.1(vi), and shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11therefrom, except for except, prior to an Event of Default, for: (ai) sales of Inventory in the ordinary course of business; (ii) Inventory delivered to processors in the ordinary course of business having a value of no more than $500,000 in the possession of any single processor at any one time; (iii) Inventory having a value of no more than $500,000 stored at any one time in a temporary storage or other warehouse facility for less than thirty (30) days; (iv) removals in connection with dispositions of assets permitted pursuant Equipment Collateral that are authorized by Section 7.4.2 hereof; (v) movement of Equipment Collateral from one facility included within the Real Property to Section 8.7 another facility included within the Real Property; and (bvi) the storage of Collateral consisting of Inventory at locations within the continental US United States other than those specified shown in Schedule 7.1.1 hereto and the first sentence relocation of this Section 6.11 Collateral consisting of Equipment Collateral at locations other than at the Real Property if (ia) the Administrative Borrower gives the Administrative Agent written notice of the new storage such a location within at least thirty (30) days after prior to storing Inventory or Equipment Collateral at such location, and (iib) the Lender Group’s security interest Agent's Lien in such Inventory or Equipment Collateral is and continues to be a duly perfected, first priority perfected Lien thereon (and Borrower shall have taken such action as may be required pursuant to Section 6.3 hereof to perfect Agent's Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right subject to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agentno other Lien thereon except for Permitted Liens.

Location of Collateral. All Collateral, other than Inventory in transit transit, motor vehicles, Vessels and Inventory sold in the ordinary course of businessdiving equipment, will at all times be kept by the Credit Parties Borrower at one or more of the business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States Exhibit C attached hereto and as permitted in the following sentence. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11therefrom except, except prior to an Event of Default, for (a) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory and the providing of services in the ordinary course of business; (b) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Exhibit C attached hereto if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty sixty (3060) days after prior to storing Inventory at such location, (ii) the Lender Group’s except for Statutory Liens contested by Borrower as required by Section 8.2(h), Agent's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s Borrower's nor the Administrative Agent’s 's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees with Agent not to assert any landlord's, and any bailee's or other Lien in respect of the Inventory for unpaid rent or storage charges, warehouseman or similar party that will be in possession of such Inventory, to have executed and delivered to the Administrative Agent a Collateral Access Agreement and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Agent; (c) temporary transfers (for period not to exceed three months in any event) of Equipment from a location set forth on Exhibit C attached hereto to another location if done for the Administrative Agent limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business; and any non-negotiable documents and receipts (d) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized by Section 6.4.

Location of Collateral. All Collateral, other than In-Transit Inventory in transit and Inventory sold in the ordinary course of business, will at all times be kept by the Credit Parties Borrowers at one or more of the business locations of the Credit Parties Borrowers set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States and as permitted in the following sentence5.12. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.115.12 except as permitted in the immediately preceding sentence and prior to an Event of Default, except for (a) sales or other dispositions of assets permitted pursuant to Section 8.7 7.6 and (b) the storage of Inventory at locations within the continental US other than those specified in the first sentence of this Section 6.11 5.12 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location within at least thirty (30) days after prior to storing Inventory at such location, (ii) the Lender Group’s Lenders’ security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Credit PartyBorrower’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their reasonable best efforts to have either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, to shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.