Common use of Ownership and Location of Collateral Clause in Contracts

Ownership and Location of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Administrative Agent’s security interest: (i) each Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in its respective Collateral to Administrative Agent; and, except for Permitted Encumbrances, the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Loan Party or delivered to Administrative Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Loan Party that appear on such documents and agreements shall be genuine and each Loan Party shall have full capacity to execute same; and (iv) each Loan Party’s equipment and Inventory as of the later of the Closing Date and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered having a value greater than $1,000,000 shall be located as set forth on Schedule 4.4 hereto, as such Schedule may be updated from time to time (it being understood that equipment values may be disclosed in such Schedule in an aggregate value by each Loan Party and not on a per location basis). (b) (i) As of the later of the Closing Date and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered, there is no location at which any Loan Party has any Inventory having a value greater than $1,000,000 (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.4(b)(i) hereto; (ii) Schedule 4.4(b)(ii) hereto contains a correct and complete list of the legal names (to the knowledge of the applicable Loan Party) and addresses of each warehouse at which Inventory of any Loan Party is stored as of the later of March 31, 2023 and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered; none of the receipts received by any Loan Party from any warehouse states that the goods covered

Ownership and Location of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Administrative Agent’s security interest: (i) each Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Administrative Agent; and, except for Permitted Encumbrances, Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Loan Party or delivered to Administrative Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Loan Party that appear on such documents and agreements shall be genuine and each Loan Party shall have full capacity to execute same; and (iv) each Loan Party’s equipment and Inventory as of the later of the Closing Date and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered having a value greater than $1,000,000 shall be located as set forth on Schedule 4.4 hereto4.4(a) and shall not be removed from such location(s) unless the Loan Parties (A) provide Agent with prior written notice of such move and (B) within sixty (60) days following such move, as at the reasonable request of Agent, obtain a Lien Waiver Agreement for such Schedule may be updated from time new location to time the extent the prior location was subject to a Lien Waiver Agreement, except, in each case of this clause (it being understood that iv), with respect to the sale, disposition or movement of Inventory in the Ordinary Course of Business, Obsolete Inventory and equipment values may be disclosed to the extent permitted in such Schedule in an aggregate value by each Loan Party and not on a per location basis)Section 7.1(b) hereof. (b) (i) As of the later of the Closing Date and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered, there There is no location at which any Loan Party has any Inventory having a value greater than $1,000,000 (except for Inventory in transit) or other Collateral with a book value in excess of $50,000 other than those locations listed on Schedule 4.4(b)(i) hereto); (ii) Schedule 4.4(b)(ii) hereto contains a correct and complete list list, as of the Closing Date, of the legal names (to the knowledge of the applicable Loan Party) and addresses of each warehouse at which Inventory of any Loan Party is stored as of the later of March 31, 2023 and as of the end of the most recent Test Period for which a Compliance Certificate is required to be deliveredstored; none of the receipts received by any Loan Party from any warehouse states that the goods coveredcovered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4(b)(iii)

Ownership and Location of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Administrative Agent’s 's security interest: (i) each Loan Credit Party shall be the sole owner of or have rights or an interest in, and be fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Administrative Agent, subject to Permitted Encumbrances; and, except for Permitted Encumbrances, Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Loan Credit Party or delivered to Administrative Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Loan Credit Party that appear on such documents and agreements shall be genuine and each Loan Credit Party shall have full capacity to execute same; and (iv) each Loan Credit Party’s equipment 's Equipment and Inventory as of the later of the Closing Date and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered having a value greater than $1,000,000 shall be located as set forth on Schedule 4.4 hereto(unless such Equipment or Inventory is being utilized for a project and at a customer's location or other location in the Orginary Course of Business; provided, that in any event no Eligible Fleet Assets shall be located within any Ineligible Location), or at such other locations as such Schedule a Credit Party may be updated from time to time (it being understood that equipment values may be disclosed in such notify Agent. Schedule in an aggregate value by each Loan Party and not on a per location basis). (b) (i) As of the later of the Closing Date and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered, there is no location at which any Loan Party has any Inventory having a value greater than $1,000,000 (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.4(b)(i) hereto; (ii) Schedule 4.4(b)(ii) 4.4 hereto contains sets forth a correct and complete list as of the legal Amendment No. 1 Closing Date of (A) each place of business of each Credit Party, (B) the chief executive office of each Credit Party; (C) the location of any Inventory or Equipment of a Credit Party (unless such Equipment or Inventory is being utilized for a project and at a customer's location; provided, that in any event no Eligible Fleet Assets shall be located in any Ineligible Location), and (D) the location, by state and street address, of all Real Property owned or leased by each Credit Party, identifying which properties are owned and which are leased, together with the names (to the knowledge of the applicable Loan Party) and addresses of each warehouse at which Inventory of any Loan Party is stored as of the later of March 31, 2023 and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered; none of the receipts received by any Loan Party from any warehouse states that the goods coveredlandlords. -108-

Ownership and Location of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Administrative Agent’s security interest: (i) each Loan Party Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Administrative Agent; and, except for Permitted Encumbrances, Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Loan Party Borrower or delivered to Administrative Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Loan Party Borrower that appear on such documents and agreements shall be genuine and each Loan Party Borrower shall have full capacity to execute same; and (iv) each Loan PartyBorrower’s equipment (other than vehicles and equipment out for repair) and Inventory as (other than sample Inventory and other immaterial items of the later Collateral held by employees of the Closing Date Borrowers for marketing and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered having a value greater than $1,000,000 sales purposes) shall be located as set forth on Schedule 4.4 hereto, as or in transit to or between such locations or in transit to customers in the Ordinary Course of Business; provided that the Borrowing Agent may amend Schedule may be updated from 4.4 by delivery of such amended schedule to Agent at the time to time (it being understood that equipment values may be disclosed of acquisition of any new location in such Schedule in an aggregate value by each Loan Party and not on a per location basis)the United States. (b) (i) As of the later of the Closing Date and as of the end of the most recent Test Period for which a Compliance Certificate is required to be delivered, there There is no location at which any Loan Party Borrower has any (x) Inventory having a value greater than $1,000,000 (except for Inventory in transittransit and sample Inventory and other immaterial items of Collateral held by employees of Borrowers for marketing and sales purposes) or other Collateral (y) Equipment (except for Equipment in transit to or between those locations listed on Schedule 4.4(b)(i)) other than those locations listed on Schedule 4.4(b)(i) hereto); (ii) Schedule 4.4(b)(ii) hereto contains a correct and complete list list, as of the Restatement Date, of the legal names (to the knowledge of the applicable Loan Party) and addresses of each warehouse at which Inventory of any Loan Party Borrower is stored as of the later of March 31, 2023 and as of the end of the most recent Test Period for which a Compliance Certificate is required to be deliveredstored; none of the receipts received by any Loan Party Borrower from any warehouse states that the goods coveredcovered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4(b)(iii) hereto sets forth a correct and complete list as of the Restatement Date of (A) each