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 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 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 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 84 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. No Collateral is located outside the United States (other than, with respect to Rolling Stock, in connection with ordinary course operations carrying freight into and out of Canada and Mexico) or in the possession of any lessor, bailee, warehouseman or consignee, except as indicated on Schedule 8.6.1 (Business Locations) or as otherwise permitted hereunder. All tangible items of Collateral, other than Inventory Rolling Stock in transit and Inventory sold in the ordinary course of businesstransit, will shall at all times be kept by the Credit Loan Parties at one or more of the Borrowers’ business locations of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory 8.6.1 (Business Locations) (as updated from time to time 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 6.11accordance with this Section), except for that Loan Parties may (a) make sales or other dispositions of assets permitted pursuant to Collateral in accordance with Section 8.7 10.2.4 (Mergers, Consolidations, Sales and Other Transactions Outside the Ordinary Course of Business); 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 move Collateral to (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage another location within at least thirty set forth in Schedule 8.6.1 (30Business Locations) days after storing Inventory at such location, or (ii) to another location in the Lender Group’s United States upon 20 days’ prior written notice to Agent (which notice shall include a written supplement to Schedule 8.6.1 (Business Locations) setting forth such new location(s)), so long as all actions shall have been taken (other than, so long as no Event of Default shall have occurred and be continuing and thereafter until demanded in writing by Agent, Excluded Perfection Actions) prior to such move to ensure that Agent has a perfected first priority security interest in and Lien on such Inventory is and continues Collateral. If any Loan Party shall cause any Collateral to be a duly perfecteddelivered to, first priority Lien thereonor any Collateral is otherwise located at, (iii) neither any Credit Party’s nor Material Third Party Location after the Administrative Agent’s right of entry upon the premises where Closing Date, such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) the Borrowers have used their Loan Party shall use commercially reasonable best efforts to have cause the owner of such premisesapplicable landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person to execute and deliver a Lien Waiver to Agent. If any bailee, warehouseman or similar party that will be in possession of such Inventory, to have executed and Lien Waiver required hereby is not delivered to Agent, Agent may institute a Rent and Charges Reserve with respect the Administrative Agent a Collateral Access Agreement applicable Material Third Party Location(s). Loan Parties shall make current rent and other required payments (vin each case, within applicable grace periods provided for in leases) at all negotiable documents and receipts in respect of non-owned locations where 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 Agentis located.

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 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 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 77 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 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 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 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.

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 SCHEDULE 8.1.1 hereto and shall not be moved therefrom, except for In-Transit Inventory, Inventory in transit within the United States and as permitted that in the following sentence. The Inventory shall not, without the prior written approval absence of an Event of Default and acceleration of the Administrative Agentmaturity of the Obligations in consequence thereof, be moved from the locations set forth on Schedule 6.11, except for Obligors may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to Section 8.7 the extent authorized by SECTION 10.2.10 hereof and (bii) move Inventory or Equipment or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States or Canada other than those specified in the first sentence of this Section 6.11 if shown on SCHEDULE 8.1.1 hereto so long as (ia) the Administrative Borrower gives the Administrative Obligors have given Agent written notice of each such new location by the new storage last day of the Fiscal Quarter in which any Inventory or Equipment were moved to such location, (b) prior to moving any Inventory or Equipment to such location within there have been filed any UCC or PPSA financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment, and (c) the aggregate fair market value or book value, whichever is more, of the Inventory and Equipment moved to Canada from the United States after the date of this Agreement does not exceed $1,000,000. Notwithstanding anything to the contrary contained in this Agreement, no Obligor shall be permitted to keep, store or otherwise maintain any Collateral at least thirty any location (30including any location described in SECTION 8.1.1), unless (i) days after storing Inventory at an Obligor is the owner of such location, (ii) an Obligor leases such location and the Lender Group’s landlord has executed in favor of Agent a Lien Waiver, or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien Waiver and an appropriate UCC or PPSA 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 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 Each Borrower represents and warrants to the Agent and the Lenders that: (1) Schedule 1.7 sets forth a correct and complete list of each Borrower’s state of organization, organizational identification number (if one is issued by such Borrower’s state of organization), chief executive office, the location of its books and records, the locations of its Collateral, and the locations of all of its other places of business (other than in each case (i) locations of real property where no Borrower has any operations and where no Collateral (other than such real property) is located, (ii) locations of Inventory which have been described to the Agent in writing (including, without limitation, in connection with the delivery of a Borrowing Base Certificate), (iii) locations of Collateral (other than Inventory in transit or Eligible Fixed Assets) which have been disclosed to the Agent pursuant to the then most recent Semi-Annual Location Schedule delivered to the Agent pursuant hereto, and Inventory sold (iv) locations of Collateral described in the ordinary course last proviso of business, will at all times be kept this Section 1.7(c)); and (2) Schedule 1.7 correctly identifies any of such facilities and locations that are not owned by a Borrower and sets forth the Credit Parties at one or more names of the business locations owners and lessors or sublessors of the Credit Parties set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States such facilities and as permitted in the following sentencelocations. 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 Each Borrower covenants and agrees that it will not (ai) sales or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory maintain any Collateral at locations within the continental US any location other than those specified locations listed for such Borrower on Schedule 1.7 (other than (A) locations of Collateral consisting solely of real property at which no Borrower has any operations, (B) locations of Inventory which have been described to the Agent in writing (including, without limitation, in connection with the delivery of a Borrowing Base Certificate), (C) locations of Collateral (other than Inventory and Eligible Fixed Assets) which have been disclosed to the Agent pursuant to the then most recent Semi-Annual Location Schedule delivered to the Agent pursuant hereto, and (D) locations of Collateral described in the first sentence last proviso of this Section 6.11 if 1.7(c)), and/or (iii) change the Administrative Borrower state of organization or the location of its chief executive office from the location identified in Schedule 1.7, unless it gives the Administrative Agent written notice of the new storage location within at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. In addition, within 45 days after storing Inventory at such locationthe end of each six (6) calendar month period, the Borrowers shall deliver to the Agent a schedule (iia ‘‘Semi-Annual Location Schedule’’) which lists the Lender Group’s security interest locations of the Collateral; provided that the Borrowers shall not be required to include in such Inventory is and continues to be Semi-Annual Location Schedule any location that has not at any time in the previous six months contained Collateral with a duly perfected, first priority Lien thereon, (iii) neither any Credit Party’s nor the Administrative Agent’s right fair market value in excess 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 $1,000,000. Table 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.Contents

Location of Collateral. All Collateral, other than Inventory in transit Annex 1 sets forth a complete and Inventory sold in the ordinary course correct list 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 Borrower's tangible Collateral on the date hereof (and, for In-Transit Inventoryany additional Obligor, Inventory in transit within on the United States and as permitted in date it becomes a party hereto pursuant to a Guarantee Assumption Agreement) (collectively, 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"Permitted Collateral Locations"), except for (a) sales tangible Collateral held by the Custodian or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory Agent or tangible Collateral aggregating less than $250,000 in value at locations within the continental US any one time outstanding. If for any reason any tangible Collateral is at any time kept or located at a location other than those specified a Permitted Collateral Location, the Agent shall nevertheless have and retain a security interest therein. Except to the extent otherwise disclosed on Annex 1, the Obligors own the Permitted Collateral Locations. No Obligor shall permit any tangible Collateral to be located at a location other than a Permitted Collateral Location or as permitted above, in each case without first providing the first sentence of this Section 6.11 if (i) the Administrative Borrower gives the Administrative Agent at least 30 days prior written notice of the new storage location within Obligor's intent to do so; provided that each Obligor shall at least thirty (30) days after storing Inventory at all times maintain the Permitted Collateral Locations in the United States of America unless specifically agreed to in writing by the Agent and such location, (ii) Obligor shall have taken all action reasonably requested by the Lender Group’s Agent to maintain the security interest of the Agent in the Collateral at all times fully perfected and in full force and effect. If any Collateral is in the possession or control of any agents or processors of an Obligor and the Agent so requests, such Obligor agrees to notify such agents or processors in writing of the Agent's security interest therein and instruct them to hold all such Collateral for the Agent's account and subject to the Agent's instructions. Each Obligor will, upon the written request of the Agent, authorize and instruct all bailees and any other parties, if any, at any time processing, labeling, packaging, holding, storing, shipping or transferring all or any part of the Collateral to permit the Agent and its representatives to examine and inspect any of the Collateral then in such party's possession and to verify from such party's own books and records any information concerning the Collateral or any part thereof which the Agent or its representatives may seek to verify. Each Obligor warrants and agrees that none of its 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, consigned to have executed and delivered to any other person without 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's prior written consent.

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 Except as provided in this Section 7.1.1, all tangible items of Collateral, other than In-Transit Inventory, Inventory in transit from one location of a Domestic Obligor to another location of a Domestic Obligor and Inventory sold in that is the ordinary course subject of businessa Product Lease, will shall 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 7.1.1 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 Borrowers may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 9.2.10 hereof and (bii) move Inventory or any record relating to any Collateral to a location in 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 (i) the Administrative Borrower gives the Administrative shown on Schedule 7.1.1 hereto so long as Borrowers shall give Agent written notice of any such new location at which Inventory with an aggregate value in excess of $500,000 is maintained within 30 days of such Borrower's establishment of such location. Notwithstanding anything to the new storage contrary contained in this Agreement, Borrowers shall not be permitted to keep, store or otherwise maintain any Collateral consisting of Inventory having a value in excess of $500,000 at any location within at least thirty (30including any location described in Schedule 7.1.1), unless (i) days after storing Inventory at a Borrower is the owner of such location, (ii) a Borrower leases such location (and, in the Lender Group’s security interest in such Inventory is and continues absence of a Lien Waiver from the landlord, Agent shall be authorized to be a duly perfected, first priority Lien thereonincrease the Rent Reserve), (iii) neither any Credit Party’s nor the Administrative Agent’s right Collateral consists of entry upon Inventory placed with United Parcel Service or an affiliate of United Parcel Service ("UPS") at DOIC's warehouse location in Indianapolis, Indiana (provided that if Agent has not received an acceptable Lien Waiver from UPS within 30 days of the premises where such Inventory is stored or Closing Date, Agent shall be authorized to establish reserves against the Borrowing Base deemed necessary by Agent in the exercise of its right to remove the Inventory therefrom, is in any way restrictedreasonable business judgment), (iv) the Borrowers have used their Collateral consists of Inventory placed with a warehouseman, bailee or processor (other than UPS) and, if such Inventory has an aggregate value in excess of $500,000, Agent has received from such warehouseman, bailee or processor an acceptable Lien Waiver (and, in the absence of a Lien Waiver, Agent shall be authorized to establish reserves against the Borrowing Base as are deemed necessary by Agent in the exercise of its 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 business judgment) and (v) all negotiable documents and receipts in respect of any Collateral leased Inventory 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 Agentcustomer locations.

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 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 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 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 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 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 Collateral, other than Inventory in transit transit, motor vehicles, marine 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 D attached hereto 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, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory and the providing of services 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 attached hereto 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 except for Statutory Liens contested by Borrower as required by SECTION 8.2(H), 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 Borrower'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 Lender 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 Lender; (C) temporary transfers (for period not to exceed three months in any event) of Equipment from a location set forth on EXHIBIT D 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 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 items of Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businessmotor vehicles, will shall 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 7.1.1 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 Credit Parties may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 and 9.2.10 hereof, (bii) move Inventory or Equipment or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States other than those specified shown on Schedule 7.1.1 hereto so long as Credit Parties have given Agent at least 30 calendar days (or such lesser period of time as shall be acceptable in any specific instance to Agent) prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory or Equipment and (iii) move Inventory and Equipment which is not included in the first sentence Borrowing Base, having an aggregate value of less than $40,000,000, to a location in the United States other than those shown on Schedule 7.1.1 hereto, and without notifying Agent (“Permitted Offsite Collateral”). Notwithstanding anything to the contrary contained in this Agreement, Credit Parties shall not be permitted to keep, store or otherwise maintain any Collateral at any location (including any location described in Section 6.11 if 7.1.1), unless (i) a Credit Party 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) a Credit Party leases such location and the Lender Grouplandlord has executed in favor of Agent a Landlord Waiver, (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement 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 to be a duly perfectedInventory, 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 Agentconstitutes Permitted Offsite Collateral.

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 tangible items of Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businessmotor vehicles, will shall 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 7.1.1 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 Credit Parties may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 9.2.10 hereof, and (bii) move Inventory or Equipment or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States other than those specified shown on Schedule 7.1.1 hereto so long as Credit Parties have given Agent at least 30 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory or Equipment and (iii) move Inventory and Equipment which is not included in the first sentence Borrowing Base, having an aggregate value of less than $40,000,000, to a location in the United States other than those shown on Schedule 7.1.1 hereto, and without notifying Agent (“Permitted Offsite Collateral”). Notwithstanding anything to the contrary contained in this Agreement, Credit Parties shall not be permitted to keep, store or otherwise maintain any Collateral at any location (including any location described in Section 6.11 if 7.1.1), unless (i) a Credit Party 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) a Credit Party leases such location and the Lender Grouplandlord has executed in favor of Agent a Landlord Waiver, (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement 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 to be a duly perfectedInventory, 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 Agentconstitutes Permitted Offsite Collateral.

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 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 4.6 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 subsequent to an Event of Default except to the locations set forth on Schedule 6.11extent Lender has provided Borrowers with written notice to the contrary, 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 Exhibit 4.6 if (i) the Administrative any Borrower gives the Administrative Agent Lender 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 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 the applicable Borrower'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 unreasonably restricted, (iv) the Borrowers have used their reasonable best efforts to have the owner of such premisespremises agrees with Lender to subordinate or 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 Lender; provided, however, if any Borrower fails to meet requirements of clauses (i) through (v) but the Administrative Agent and amount of Inventory stored at any non-negotiable documents and receipts such location is less than $500,000 in respect the aggregate for all such locations, then the sole consequence of any Collateral maintained such failure shall be the exclusion of such Inventory from the determination of the Borrowing Base; (C) removals in connection with dispositions of tangible fixed assets that are authorized by Section 9.2(N) hereof; (D) removal of Equipment for purposes of repair or maintenance; (E) location of Equipment at such premises are issued sites other than referred to above in connection with the leasing thereof to customers, the use thereof by subcontractors in connection with performing of production or other activities for the benefit of Borrowers or for other purposes related to the Administrative Agent conduct of the business of Borrowers, provided that (i) the aggregate fair market value thereof does not exceed $250,000 and promptly delivered (ii) Borrowers has taken steps satisfactory to Lender to maintain the priority and perfection of Lender's security interest therein and (F) to the Administrative Agentextent not covered by the foregoing subsections (B), (C), (D) and (E) Equipment at locations other than as set forth in Exhibit 4.6 having an aggregate fair market value of not more than $250,000.

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 C 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 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 Exhibit C 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 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 Borrower'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 Lender 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 Lender; (C) temporary transfers (for a period not to exceed three (3) months in any event) of Equipment from a location set forth on Exhibit C 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 authorized by Section 7.4 hereof. Notwithstanding anything else herein to the Administrative Agent contrary, Inventory (i) with an aggregate value of less than $100,000 may be in transit, to, or at, a trade show or the home or office of a sales representative of Borrower, and promptly delivered (ii) with an aggregate value of less than $30,000 may be held by third parties, including but not limited to Borrower's customers, to demonstrate the Administrative Agentbenefit of Borrower's products.

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 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; (C) temporary transfers (for periods not to exceed three months in any event) of Equipment from a location set forth on EXHIBIT B 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; (D) temporary transfers of Inventory from a location set forth on EXHIBIT B to another location if done for the limited purpose of additional processing to such Inventory in the ordinary course of Borrower's business; and any non-negotiable documents and receipts (E) 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 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 items of Collateral, other than Inventory in transit and Inventory sold in the ordinary course of businessmotor vehicles, will shall 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 7.1.1 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 Credit Parties may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 and 9.2.9 hereof, (bii) move Inventory or Equipment or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States other than those specified shown on Schedule 7.1.1 hereto so long as Credit Parties have given Agent at least 30 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment and (iii) move Inventory and Equipment which is not included in the first sentence Borrowing Base, having an aggregate value of less than $40,000,000, to a location in the United States other than those shown on Schedule 7.1.1 hereto, and without notifying Agent ("Permitted Offsite Collateral"). Notwithstanding anything to the contrary contained in this Agreement, Credit Parties shall not be permitted to keep, store or otherwise maintain any Collateral at any location (including any location described in Section 6.11 if 7.1.1), unless (i) a Credit Party 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) a Credit Party leases such location and the Lender Group’s landlord has executed in favor of Agent a Landlord Waiver, (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement 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 to be a duly perfectedInventory, 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 Agentconstitutes Permitted Offsite Collateral.

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 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 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 Borrower at one or more of the business locations of the Credit Parties Borrower set forth in Schedule 6.11 except for In-Transit Inventory, Inventory in transit within the United States 7.1.1 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 Borrower may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 9.2.10 hereof and (bii) move Inventory or Equipment (other than Inventory and Equipment which in the storage of aggregate, as to all Inventory at locations within or Equipment, is less than $500,000) or any record relating to any Collateral to a location in the continental US United States other than those specified shown on Schedule 7.1.1 hereto so long as Borrower has given Agent at least 15 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, which in the first sentence of this aggregate as to all Collateral, is less than $500,000) at any location (including any location described in Section 6.11 if 7.1.1), unless (i) Borrower 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) Borrower leases such location and the Lender Group’s landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement 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 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 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 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 8.1.1 hereto and shall not be moved therefrom, except for In-Transit Inventory, Inventory in transit within the United States and as permitted that in the following sentence. The Inventory shall not, without the prior written approval absence of an Event of Default and acceleration of the Administrative Agentmaturity of the Obligations in consequence thereof, be moved from the locations set forth on Schedule 6.11, except for Obligors may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 10.2.10 hereof and (bii) move Inventory or Equipment or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States or Canada other than those specified in the first sentence of this Section 6.11 if shown on Schedule 8.1.1 hereto so long as (ia) the Administrative Borrower gives the Administrative Obligors have given Agent written notice of each such new location by the new storage last day of the Fiscal Quarter in which any Inventory or Equipment were moved to such location, (b) prior to moving any Inventory or Equipment to such location within there have been filed any UCC or PPSA financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory or Equipment, and (c) the aggregate fair market value or book value, whichever is more, of the Inventory and Equipment moved to Canada from the United States after the date of this Agreement does not exceed $1,000,000. Notwithstanding anything to the contrary contained in this Agreement, no Obligor shall be permitted to keep, store or otherwise maintain any Collateral at least thirty any location (30including any location described in Section 8.1.1), unless (i) days after storing Inventory at an Obligor is the owner of such location, (ii) an Obligor leases such location and the Lender Grouplandlord has executed in favor of Agent a Lien Waiver, or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien Waiver and an appropriate UCC or PPSA 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 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 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 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, Collateral covered by Section 4.1 above (other than (x) Inventory in transit and Inventory sold in the ordinary course of business(y) motor 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 4.5 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 6.11payment of the Obligations in consequence thereof, except for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory in the ordinary course of business; and (bB) the use or 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 Schedule 4.5 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, perfected first priority Lien thereon, (iii) neither any Credit Party’s Borrower'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 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 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 Lender. Without limiting the Administrative Agent and generality of the foregoing, if Borrower or any non-negotiable documents and receipts of its Subsidiaries leases any of its facilities from another Person, Borrower shall use its best efforts to cause each such lessor to execute a Lessor Consent in respect favor of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative AgentLender.

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 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 SCHEDULE 7.1.1 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 Borrowers may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to Section 8.7 the extent authorized by SECTION 9.2.10 hereof, and (bii) move Inventory or Equipment or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States other than those specified shown on SCHEDULE 7.1.1 hereto so long as Borrowers have given Agent at least 30 Business Days' prior written notice of such new location and prior to moving any Inventory or Equipment to such location Borrowers have cooperated with Agent in filing any UCC-1 financing statements or other appropriate documentation necessary to perfect or continue perfection of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the first sentence of contrary contained in this Section 6.11 if Agreement, Borrowers shall not be permitted to keep, store or otherwise maintain any Collateral at any location (including any location described in SECTION 7.1.1), unless (i) a Borrower 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) a Borrower leases such location and the Lender Group’s landlord has executed in favor of Agent a Lien Waiver, or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor a Lien Waiver and, to the extent determined necessary by Agent in its sole discretion, 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 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 Except as expressly permitted elsewhere in this Agreement or except as may be permitted by the Transaction Documents, without prior written consent of the Collateral Agent, the Company will not transfer, or permit the transfer of any of the Collateral except (i) to a location for which the security interest in favor of the Collateral Agent therein shall remain perfected, (ii) to any other location so long as the Company shall give the Collateral Agent written notice thereof and deliver executed financing statements as reasonably requested by the Collateral Agent in connection therewith within 30 days of such transfer, and (iii) for Collateral with a book value of less than $50,000 to another location. Disposition of Collateral. Without the prior written consent of the Collateral Agent, acting at the direction of the requisite Secured Parties pursuant to Section 6 of the Intercreditor Agreement, the Company will not sell, discount, allow credits or allowances, transfer, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of the Collateral, other than Inventory in transit or any part thereof, except, prior to an Event of Default, (i) sales of inventory, discounts, co-op advertising, credits or credit allowances and Inventory sold payment extensions in the ordinary course of business, will at all times be kept by business in accordance with the Credit Parties at one or more customary business practices of the business locations of Company in effect on 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 locationdate hereof, (ii) sales of accounts receivables to CITCSI from time to time so long as the Lender Group’s security interest Factoring Balances Agreement remains in such Inventory is effect, and continues to be a duly perfected, first priority Lien thereon, (iii) neither as otherwise expressly permitted by the Transaction Documents. Upon the permitted sale, exchange or other disposition of any Credit Party’s nor of the Administrative Agent’s right Collateral, the Lien created and provided for herein, without break in continuity and without further formality or act, shall continue in and attach to any proceeds thereof, including, without limitation, any accounts, contract rights, general intangibles, shipping documents, documents of entry upon the premises where such Inventory is stored title, bills of lading, warehouse receipts, dock warrants, dock receipts, equipment and cash 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 premisesnon-cash proceeds, 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 event of any unauthorized sale, shall continue in the 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 Agentitself.