Common use of Location of Inventory and Equipment Clause in Contracts

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Schedule 2.7 hereto. Each Assignor agrees that all Inventory and Equipment (other than Inventory in transit in the ordinary course of business) now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, Schedule 2.7 hereto or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.7. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days (or such shorter period as may be acceptable to the Collateral Agent) prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received reasonable evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interests granted hereby.

Location of Inventory and Equipment. All Inventory and ----------------------------------- Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 30 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and ----------------------------------- Equipment held on the date hereof by each Assignor the Pledgor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Schedule D hereto. Each Assignor The Pledgor agrees that all Inventory and ---------- Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, Schedule D hereto or such new ---------- location as such Assignor the Pledgor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may The Pledgor shall not establish a new location for Inventory and Equipment only if until (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, and (iii) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have reasonably been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (yii) Inventory transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 90 days from the date of such transfer and (iiiii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (yiii) may be Inventory transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 90 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 20 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B heretohereto for such Assignor, or at such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for its Inventory and Equipment only if (i) it such Assignor shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it such Assignor shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the reasonable request of the Collateral Agent, such Assignor shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken in order to perfect (and maintain the perfection and priority of) the security interest granted hereby and (iv) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations for such Assignor shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)C hereto. Each Assignor agrees that all Inventory and all Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations for such Assignor shown on Annex B C hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, as promptly as practicable and in no event later than 30 days after the establishment thereof, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interests granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) 2.5, except as permitted to be sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection accordance with a sale of such Inventory the terms hereof and in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Credit Agreement. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment equipment (including Units) held on the date hereof Effective Date by each Assignor is the Obligor (excluding Units at such time leased to customers) are located at one of the locations shown on Annex B hereto for such Assignor (Schedule 4.1(e). All Units and other than (i) immaterial portions of Inventory (xincluding Units at such time leased to customers) sold are located in one of the jurisdictions listed on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of EquipmentSchedule 4.1(e). Each Assignor The Obligor agrees that all Inventory and Equipment equipment (including Units) now held or subsequently acquired by it (excluding Units at such time leased to customers) shall be kept at (or shall be in transport toto or from) any one of the locations shown listed on Annex B heretoSchedule 4.1(e), or such new location as such Assignor the Obligor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment4.1(e). Any Assignor The Obligor may establish a new location for Inventory and Equipment only equipment (including Units but excluding Units leased to customers) if (i) it shall have given to the Collateral Agent not less than 20 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.effect and (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel or other evidence acceptable to the Collateral Agent to the effect that all financing and continuation statements and amendments or supplements thereto (and similar documents and filings under the law of any relevant jurisdiction) have been filed in the appropriate filing office or offices, and all other actions (including the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the Security Interest granted hereby (subject only to Permitted Liens);

Location of Inventory and Equipment. All Inventory and ----------------------------------- Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and transfer, (ii) various spare parts held for maintenance or repair of Equipment), (iii) samples to doctors and customers or (iv) fitting kits and lens vision machines placed with doctors. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 30 days from the date of such transfer and transfer, (ii) various spare parts held for maintenance or repair of Equipment), (iii) samples to doctors and customers or (iv) fitting kits and lens vision machines placed with doctors. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment (other than Equipment consisting of transmitter sites owned by each Assignor) held on the date hereof by each Assignor is located at one of the locations shown on Part A of Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or Assignor. All Equipment constituting transmitter sites held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date hereof by each Assignor is located in one of the States of the United States of America shown on Part B of Annex B hereto for such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on the respective part of Annex B heretohereto (or, in the case of Equipment constituting transmitter sites only, any other location in which the Administrative Agent has filed UCC-1 financing statements in order to ensure that the Administrative Agent's lien on such Equipment remains perfected), or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions 2.5. Except with respect to Equipment consisting of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of businesstransmitter sites as otherwise provided above, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Administrative Agent not less than 15 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Administrative Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the security interest of the Collateral Administrative Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.effect and (iii) at the request of the Administrative Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Administrative Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions have been taken, in order to perfect (and maintain the perfection of) the security interest granted hereby in respect of the types of Collateral referred to in Section 1.1 hereof. Notwithstanding anything to the contrary contained in this Section 2.5, in the event any Assignor has moved any Equipment constituting transmitter sites to a new location such that the security interest created hereunder in such transmitter sites is no longer perfected, within 60 days following such move, such Assignor shall provide the Administrative Agent with the new location or locations of such transmitter sites and, upon the request of the Administrative Agent, shall enter into UCC-1 financing statements,

Location of Inventory and Equipment. All Inventory and Equipment held ----------------------------------- on the date hereof by each Assignor Grantor is located at one of the locations shown on Annex Schedule B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor Grantor agrees that all Inventory and Equipment now ---------- held or subsequently acquired by it shall be kept at (or shall be in transport transit to) any one of the locations shown on Annex Schedule B hereto, hereto or such new location as such Assignor ---------- Grantor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)3.5. ----------- Any Assignor Grantor may establish a new location for Inventory and Equipment only if (ia) it shall have given to the Collateral Agent not less than 30 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (iib) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the security interest of the Collateral Agent in the Security Agreement Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (c) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel in form and substance reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto necessary to perfect (and maintain the perfection of) the security interest granted hereby have been filed in the appropriate filing office or offices, and (d) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, necessary in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor the As xxxxxx is located at one of the locations shown on Annex B C hereto for such Assignor (other than (i) immaterial portions of or is In-Transit Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory as defined in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of EquipmentCredit Agreement). Each The Assignor agrees that all Inventory and all Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations loca tions shown on Annex B C hereto, or such new location as such the Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any The Assignor may establish a new location loca tion for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, as promptly as practicable and in no event later than 30 days after the establishment thereof, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such fil ings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory and (xii) sold on consignment or held on display for demonstration purposes or (y) transferred to another location Inventory and Equipment in connection with a sale of such Inventory transit in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, C hereto or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof Restatement Effective Date by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than hereto, provided, however, that (i) immaterial portions Inventory and Equipment located at a “home office” site of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer an Assignor and (ii) various spare parts held for maintenance or repair Inventory and Equipment with an aggregate fair market value of Equipment)less than $500,000 located in a given location, are not, in either case, listed on Annex B hereto. Each Such Assignor agrees that that, subject to the proviso in the preceding sentence, all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Such Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days’ prior written notice within 10 days following any such relocation of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken take all action reasonably satisfactory to as the Collateral Agent may reasonably request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment (other than Equipment consisting of transmitter sites owned by each Assignor) held on the date hereof by each Assignor is located at one of the locations shown on Part A of Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or Assignor. All Equipment constituting transmitter sites held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date hereof by each Assignor is located in one of the States of the United States of America shown on Part B of Annex B hereto for such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on the respective part of Annex B heretohereto (or, in the case of Equipment constituting transmitter sites only, any other location in which the Collateral Agent has filed UCC-1 financing statements in order to ensure that the Collateral Agent's lien on such Equipment remains perfected), or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions 2.5. Except with respect to Equipment consisting of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of businesstransmitter sites as otherwise provided above, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions have been taken, in order to perfect (and maintain the perfection of) the security interest granted hereby in respect of the types of Collateral referred to in Section 1.1 hereof. Notwithstanding anything to the contrary contained in this Section 2.5, in the event any Assignor has moved any Equipment constituting transmitter sites to a new location such that the security interest created hereunder in such transmitter sites is no longer perfected, within 60 days following such move, such Assignor shall provide the Collateral Agent with the new location or locations of such transmitter sites and, upon the request of the Collateral Agent, shall enter into UCC-1 financing statements, and shall take any other actions as may be reasonably requested by the Collateral Agent, to ensure that the Collateral Agent's lien on such transmitter sites remains perfected.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)C hereto. Each Assignor agrees that all Inventory and all Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B C hereto, or such new location as such the Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Each Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given give to the Collateral Agent written notice within 10 of such new location as promptly as practicable and in no event later than 60 days following any such relocation after the establishment thereof, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, as promptly as practicable and in no event later than 75 days after the establishment thereof, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof Second Restatement Effective Date by each Assignor is located at one of the locations shown on Part I of Annex B hereto for or is in transit between such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)locations. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Part I of Annex B hereto (or to a service location in one of the states or provinces listed on Part I of Annex B hereto), or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment 2.5, except as permitted to be sold, transferred or held on display for demonstration purposes or (y) may be transferred to another location exchanged in connection accordance with a sale of such Inventory the terms hereof and in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Secured Debt Agreements. Any Assignor may establish a new location for Inventory and Equipment only if within any state or province included in the addresses on Part I of Annex B, any state or province set forth in Part II of Annex B or any state or province set forth in Part III of Annex B; provided, that, (i) in the case of any new location set forth in Part I or II of Annex B, it shall have given notice to the Collateral Agent within 30 days after establishing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request, (ii) in the case of any new location set forth in Part III of Annex B, it shall have given to the Collateral Agent not less than 30 days prior written notice within 10 days following any of its intention to establish such relocation new location, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (iiiii) with respect to such new location, it shall have taken take all action reasonably satisfactory to as the Collateral Agent may reasonably request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iv) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (v) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)C hereto. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, C hereto or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the first priority security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor Grantor is located at one of the locations shown on Annex Schedule B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor Grantor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport transit to) any one of the locations shown on Annex Schedule B hereto, hereto or such new location as such Assignor Grantor may establish in accordance with the last sentence of this Section 2.5 3.5. Since the later of (other than a) January 12, 2001, and (ib) immaterial portions the date such Grantor became a Subsidiary of the Ultimate Parent, no Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale Equipment of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Grantor has been located at any address not indicated on Schedule B. Any Assignor Grantor may establish a new location for Inventory and Equipment only if (ia) it shall have given to the Collateral Agent not less than 30 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (iib) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the security interest of the Collateral Agent in the Security Agreement Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (c) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel in form and substance reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto necessary to perfect (and maintain the perfection of) the security interest granted hereby have been filed in the appropriate filing office or offices, and (d) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, necessary in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 30 days from the date of such transfer and transfer, or (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent Lender written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent Lender may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the security interest of the Collateral Agent Lender in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each such Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Such Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Such Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' (or such shorter period of time agreed to by the Collateral Agent) prior written notice within 10 days following any such relocation of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken take all action reasonably satisfactory to as the Collateral Agent may reasonably request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received reasonable evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All On the date hereof, the Inventory and the Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (imobile goods and goods in transit) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory Grantor are kept at locations listed in the ordinary course Perfection Certificate. The Perfection Certificate also lists the locations of business, so long as such sale occurs within 60 days from Grantor's Inventory and the Equipment (other than mobile goods and goods in transit) for the four months preceding the date of such transfer and (ii) various spare parts held for maintenance hereof, if different from those referred in the preceding sentence. Such Grantor shall not move any Equipment or repair of Equipment). Each Assignor agrees Inventory, to any location, other any location that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be is listed in transport to) any one of the locations shown on Annex B heretoPerfection Certificate except upon not less than 20 Business Days' prior written notice, or such new location as such Assignor may establish in accordance with lesser notice period agreed to by the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of businessCollateral Agent, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation Agent, of its intention so to do, clearly describing such new location and providing such other information in connection therewith as and documents to the Collateral Agent may request reasonably requested by the Collateral Agent or the Administrative Agent to maintain the validity, perfection and (ii) priority of the security interests provided for herein. Such Grantor shall, prior to any change described in the preceding sentence, take all actions requested by the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the ratable benefit of the Secured Parties in the Pledged Collateral, including using commercially reasonable efforts to obtain waivers of landlord's or warehousemen's liens with respect to such new location, it if applicable, who from time to time have possession of Pledged Collateral having an value, individually or in the aggregate, in such new location in excess of $25,000; provided that, in no event shall have taken all action reasonably satisfactory any Equipment or Inventory of any Grantor in the United States be moved to any location outside of the Collateral Agent to maintain the security interest of continental United States except as permitted in writing by the Collateral Agent in its sole discretion, it being understood and agreed that the Collateral intended Equipment and Inventory set forth in in the Perfection Certificate shall be permitted to be granted hereby moved or located at all times fully perfected and in full force and effectthe location specified therein.

Location of Inventory and Equipment. All Keep each Borrower’s Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than vehicles and Equipment out for repair) only at the locations identified on Schedule 4.30 and the Loan Parties’ chief executive offices only at the locations identified on Schedule 4.6(b); provided, however, that (a) the Loan Parties may change their chief executive office so long as (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale written notice of such change is provided to Agent not less than 10 days prior to the date on which such chief executive office is relocated (or by such later date as may be agreed upon by Agent in its sole discretion), (ii) such new chief executive office is located within the United States, and (iii) if no Collateral Access Agreement is delivered to Agent for such location on or prior to the date on which such chief executive office is relocated (or such later date as may be agreed upon by Agent in its sole discretion), Agent shall have the right to establish reserves pursuant to Section 2.1(c) (or, if the value of the Inventory at such location is de minimis in Agent’s reasonable determination, Agent shall have the ordinary course right to exclude such Inventory from Eligible Inventory rather than establish a reserve), (b) Borrowers may move Inventory and Equipment by either identifying such updated locations as new locations for purposes of businessSchedule 4.30 in any Borrowing Base Certificate (which locations, subject to the conditions set forth below, will thereafter be deemed to be locations identified on Schedule 4.30) delivered to Agent or by written notice to Agent, in each case under this clause (b), so long as (i) such sale occurs within 60 days from new location is located in the date United States (other than Inventory and Equipment of such transfer the Borrowers with an aggregate value not in excess of $500,000 at locations outside of the United States), and (ii) various spare parts held if no Collateral Access Agreement is delivered to Agent for maintenance any such location in the United States on or repair of Equipment). Each Assignor agrees that all prior to the date on which such Inventory and or Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or is moved to such new location (or such later date as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred agreed upon by Agent in its sole discretion), Agent shall have the right to another establish reserves pursuant to Section 2.1(c) (or, if the value of the Inventory at such location is de minimis in connection with a sale of Agent’s reasonable determination, Agent shall have the right to exclude such Inventory in the ordinary course of businessfrom Eligible Inventory rather than establish a reserve), so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (iic) with respect to any new location added pursuant to clause (b) above, if more than $250,000 in value of Inventory and Equipment of the Borrowers in the aggregate will be located at such location (or if more than $500,000 in value of Inventory and Equipment of the Borrowers will be located at all such new locationlocations for which Agent has not received prior notice in the aggregate), it then Borrowers shall have taken all action reasonably satisfactory provide Agent with not less than 10 days’ written notice prior to the Collateral Agent to maintain the security interest date on which Inventory or Equipment of the Collateral Borrowers with a value of more than $250,000 with respect to any such single location (or more than $500,000 in the aggregate with respect to all such new locations) is moved to such new location (or by such later date as may be agreed upon by Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effectits sole discretion).”

Location of Inventory and Equipment. All On the date hereof, the Inventory and the Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than mobile goods and goods in transit) of such Grantor are kept at locations listed in Schedule 4 hereof (iexcept as otherwise provided on Schedule 4 hereof). Schedule 4 also lists the locations of such Grantor’s Inventory and the Equipment (other than mobile goods and goods in transit) immaterial portions of Inventory (x) sold on consignment for the four months preceding the date hereof, if different from those referred in the preceding sentence. Such Grantor shall not move any Equipment or held on display for demonstration purposes or (y) transferred to another location Inventory, other than in connection with a sale the installation, maintenance or removal of such Inventory billboards in the ordinary course of such Grantor’s business, so long as such sale occurs within 60 to any location, other than any location that is listed in Schedule 4 hereof except upon not less than 5 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B heretoprior written notice, or such new location as such Assignor may establish in accordance with the last sentence lesser notice period agreed to by Lender, of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred its intention so to another location in connection with a sale of such Inventory in the ordinary course of businessdo, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information and documents to Lender reasonably requested by Lender to maintain the validity, perfection and priority of the security interests provided for herein; it being acknowledged and understood that the notice requirements in this Section 4.08 are in addition to, and not in lieu of, any notice obligation of any Credit Party under Section 8.15 of the Credit Agreement in connection therewith as with a Permitted Acquisition. Such Grantor shall, prior to any change described in the Collateral Agent may request and (ii) with respect to such new locationpreceding sentence, it shall have taken take all action actions reasonably satisfactory to the Collateral Agent requested by Lender to maintain the perfection and priority of the security interest of the Collateral Agent Lender in the Collateral Pledged Collateral, if applicable/intended to be granted hereby at all times fully perfected and hereunder; provided that, in full force and effectno event shall any Equipment or Inventory of any Grantor be moved to any location outside of the continental United States except any location that is listed in Schedule 4 hereof.

Location of Inventory and Equipment. All Inventory and Equipment equipment (including Units) held on the date hereof by each Assignor is the Obligor (excluding Units at such time leased to customers) are located at one of the locations shown on Annex B hereto for such Assignor (Schedule 4.1(e). All Units and other than (i) immaterial portions of Inventory (xincluding Units at such time leased to customers) sold are located in one of the jurisdictions listed on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of EquipmentSchedule 4.1(e). Each Assignor The Obligor agrees that all Inventory and Equipment equipment (including Units) now held or subsequently acquired by it (excluding Units at such time leased to customers) shall be kept at (or shall be in transport toto or from) any one of the locations shown listed on Annex B heretoSchedule 4.1(e), or such new location as such Assignor the Obligor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment4.1(e). Any Assignor The Obligor may establish a new location for Inventory and Equipment only equipment (including Units but excluding Units leased to customers) if (i) it shall have given to the Collateral Agent not less than 20 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.effect and (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel or other evidence acceptable to the Collateral Agent to the effect that all financing and continuation statements and amendments or supplements thereto (and similar documents and filings under the law of any relevant jurisdiction) have been filed in the appropriate filing office or offices, and all other actions (including the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the Security Interest granted hereby (subject only to Permitted Liens);

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor Grantor is located at one of the locations shown on Annex ANNEX B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor Grantor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport transit to) any one of the locations shown on Annex ANNEX B hereto, hereto opposite the name of such Grantor or such new location as such Assignor Grantor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)SECTION 3.5. Any Assignor Grantor may establish a new location for Inventory and Equipment only if (ia) it shall have given to the Collateral Agent not less than sixty (60) days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (iib) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the security interest interests of the Collateral Agent in the Security Agreement Collateral intended to be granted hereby at all times fully perfected and in full force and effect, and, to the extent such Inventory is not located on Property owned or leased by such Grantor, at the reasonable request of the Collateral Agent, such Grantor shall obtain a warehouse bailment agreement in form and substance reasonably satisfactory to the Collateral Agent, (c) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel in form and substance reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto necessary to perfect (and maintain the perfection of) the security interests granted hereby have been filed in the appropriate filing office or offices, and (d) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, necessary in order to perfect (and maintain the perfection and priority of) the security interests granted hereby.

Location of Inventory and Equipment. (a) All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) as may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 30 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 30 days from the date of such transfer and or (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days' prior written notice of its intention so to do (or, in the case of after-acquired property not previously owned by such Assignor, within 10 days following any such relocation Business Days after the acquisition thereof), clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new locationlocation and subject to the 10 Business Day period described in the parenthetical contained in clause (i) above, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken (subject to the 10 Business Day period described in the parenthetical contained in clause (i) above), in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held ----------------------------------- on the date hereof by each the Assignor (with the exception of Inventory in transit) is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)C hereto. Each The Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it (with the exception of Inventory in transit) shall be kept at (or shall be in transport to) any one of the locations shown on Annex B C hereto, or such new location as such the Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.7. Any The Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Canadian Administrative Agent not less than 15 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Canadian Administrative Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Canadian Administrative Agent to maintain the security interest of the Collateral Canadian Administrative Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, and (iii) at the request of the Canadian Administrative Agent, it shall have furnished an opinion of counsel acceptable to the Canadian Administrative Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof hereof, or held at any time during the four calendar months prior to the date hereof, by each such Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Such Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred To the extent that any Assignor desires to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment that is located in Alabama, Florida or Mississippi, such Assignor only may do so if (i) it shall have given to the Collateral Agent not less than 30 days' (or such shorter period of time agreed to by the Collateral Agent) prior written notice within 10 days following any such relocation of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken take all action reasonably satisfactory to as the Collateral Agent may reasonably request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect; provided, however, from and after January 1, 2002, the provisions of this sentence shall not be applicable if such new location is in Alabama, Florida or Mississippi, (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received reasonable evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) 2.5, except as permitted to be sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection accordance with a sale of such Inventory the terms hereof and in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Credit Agreement. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)C hereto. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, C hereto or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the first priority security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each such Assignor is located at one of the locations shown on Annex B D hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Such Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B heretoD hereto for such Assignor, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Such Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given give to the Collateral Agent written notice within 10 of such new location as promptly as practicable and in no event later than 60 days following any such relocation after the establishment thereof, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, as promptly as practicable and in no event later than 75 days after the establishment thereof, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held in the United States of America on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other Schedule 2.1(g) hereto, or at locations that house Inventory and Equipment having a book value of less than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)$1,000,000. Each Assignor agrees that all Inventory and Equipment (other than Inventory in transit in the ordinary course of business or with a book value of less than $1,000,000) now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B Schedule 2.1(g) hereto, at locations that house Inventory and Equipment having a book value of less than $1,000,000, or at such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment2.1(g). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days (or such shorter period as may be acceptable to the Collateral Agent) prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received reasonable evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interests granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on As of the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor hereof, all Equipment and Inventory (other than (i) immaterial portions of Equipment and Inventory (x) sold on consignment or held on display out for demonstration purposes or (y) transferred to another location repair, in transit, at other locations in connection with a sale of such Inventory repair or refurbishment thereof in the ordinary course of business, so long as such sale occurs within 60 days from in the date possession of employees of the Pledgors in the ordinary course of business or having a fair market value in the aggregate of less than $3,000,000) of such transfer Pledgor is located at the chief executive office or such other location listed on Schedules 2(c) and (iid) various spare parts held for maintenance to the Perfection Certificate. Such Pledgor shall not move any Equipment or repair Inventory having a fair market value in the aggregate of Equipment). Each Assignor agrees that all Inventory and Equipment now held $3,000,000 or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 more (other than (i) immaterial portions of Equipment and Inventory (x) sold on consignment or held on display out for demonstration purposes or (y) may be transferred to another location repair, in transit, at other locations in connection with a sale repair or refurbishment thereof in the ordinary course of such Inventory business or in the possession of employees of the Pledgors in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer ) to any location other than one that is listed in Schedules 2(c) and (iid) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if to the Perfection Certificate until (i) it shall have given the Collateral Agent not less than 10 days’ prior written notice, or such shorter period of notice as may be acceptable to the Collateral Agent written notice within 10 days following any such relocation in its sole discretion, of its intention so to do, clearly describing such new location and providing such other information in connection therewith as shall be reasonably satisfactory to the Collateral Agent may request (or if and so long as a Senior Credit Facility is in effect, as shall be provided to the Senior Credit Facility Agent) and (ii) with respect to such new location, it such Pledgor shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the perfection and priority of the security interest of the Collateral Agent in the Pledged Collateral intended to be granted hereby hereby, including obtaining waivers of landlord’s or warehousemen’s and/or bailee’s liens with respect to such new location, if applicable, as may be reasonably requested by the Collateral Agent (or if and so long as a Senior Credit Facility is in effect, to the extent obtained for the Senior Credit Facility Agent). Such Pledgor agrees to provide the Collateral Agent with prompt notice following the movement of any Equipment or Inventory having a fair market value in the aggregate of $3,000,000 or more (other than Equipment and Inventory out for repair, in transit, at all times fully perfected other locations in connection with repair or refurbishment thereof in the ordinary course of business or in the possession of employees of the Pledgors in the ordinary course of business) to any location other than one that is listed in Schedules 2(c) and in full force and effect(d) to the Perfection Certificate.

Location of Inventory and Equipment. All Inventory and ----------------------------------- Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). The temporary absence of Equipment constituting "seeded instruments" of any Assignor pursuant to a Contract with any customer of such Assignor entered into in the ordinary course of its business and consistent with its past practices under which such Equipment is used in connection with goods sold by such Assignor from the locations set forth on Annex B hereto, shall not be deemed in violation of this Section 2.5. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 30 days from the date of such transfer and or (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice of its intention to do so, (ii) within 10 days following any such relocation relocation, it shall give to the Collateral Agent written notice of such relocation, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (iiiii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor agrees that all Inventory and all Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, as promptly as practicable and in no event later than 30 days after the establishment thereof, it shall have taken all necessary action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other necessary actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each such Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Such Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Such Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention to do so, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, it shall have taken take all action reasonably satisfactory to as the Collateral Agent may reasonably request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (iii) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and (iv) the Collateral Agent shall have received reasonable evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor agrees that all Inventory and all Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request (unless such new location is already in a jurisdiction in which the Collateral Agent has a perfected security interest in the Inventory and Equipment of such Assignor), (ii) with respect to such new location, as promptly as practicable and in no event later than 30 days after the establishment thereof, it shall have taken all necessary action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other necessary actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions have been taken, in order to perfect (and maintain the perfection of) the security interest granted hereby in respect of the types of Collateral referred to in Section 2.1 hereof.

Location of Inventory and Equipment. All The Inventory and Equipment held on the date hereof by each Assignor is located shall not at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment any time now or held on display for demonstration purposes or (y) transferred to another location in connection hereafter be stored with a sale of such Inventory in the ordinary course of businessbailee, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B heretowarehouseman, or such new location similar party without Foothill's prior written consent. Except as such Assignor may establish otherwise provided in accordance with the last sentence of this Section 2.5 6.15, Borrower shall keep the Inventory and Equipment only at the locations identified on Schedule 6.15A; provided, however, that Borrower may amend Schedule 6.15A so long as such amendment occurs by written notice to Foothill not less than thirty (other than (i30) immaterial portions of days prior to the date on which the Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred Equipment is moved to another such new location in connection with a sale and so long as, at the time of such written notification, Borrower provides any financing statements or fixture filings necessary to perfect and continue perfected the Collateral Agent's security interest in such assets and also provides to Foothill a landlord's waiver in form and substance satisfactory to Foothill; provided further, however, that the foregoing shall not prevent Borrower from providing Inventory to its sales personnel or from providing Inventory 'samples' to customers or potential customers so long as such activities are in the ordinary course of Borrower's business, so long as such sale occurs within 60 days from consistent with its past practices, and involve a de minimis amount of Inventory. The foregoing notwithstanding, Borrower may permit up to, and shall not permit not more than, 4.0% of Borrower's total fto of Precious Metals in the date aggregate at any time to be in the possession of Outside Processors located at locations not listed on Schedule 6.15A, provided that not more than 0.6% of Borrower's total fto of such transfer Precious Metals shall be maintained at any time at any single location not listed on Schedule 6.15A, and (ii) various spare parts held provided that all Precious Metals of Borrower shall be accounted for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended Monthly Gold Certificates provided by Borrower to be granted hereby at all times fully perfected and Foothill in full force and effectaccordance with the provisions of this Agreement.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor the Company is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions or, with respect to propane tanks to be leased to customers, in one of Inventory (x) sold on consignment the Permitted States, or held on display for demonstration purposes or (y) transferred to another location is in connection with a sale transport thereto under the name of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Company. Each Assignor The Company agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B heretohereto or, with respect to propane tanks leased to customers, in (or shall be in transport to) any one or more of the Permitted States under the name of the Company, or in such new location other state or states as such Assignor the Company may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) 2.5. The Company may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for locate Inventory and Equipment in a state that is not a Permitted State only if (i) it shall have given to the Collateral Agent not less than 15 Business Days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing specifying such new location state and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new locationstate, it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect., and (iii) if requested by the Collateral Agent acting at the instruction of the Requisite Holders, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices of such new state, and all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect (provided that to the extent that inventory (including work-in-process) is temporarily in transit or held pending the completion or sale thereof at any new location, such Assignor shall not be required to take any action otherwise required by this clause (ii)) and (iii) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and request, (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended in-tended to be granted hereby at all times fully perfected and in full force and effect.effect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other actions have been taken, in order to perfect (and maintain the perfection of) the security interest granted hereby in respect of the types of Collateral referred to in Section 2.1

Location of Inventory and Equipment. All Collateral consisting of Inventory and Equipment held on the date hereof by each Assignor (other than motor vehicles) is located at one of the locations shown on Annex B C hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it (other than motor vehicles) shall be kept at (or shall be in transport to) any one of the locations shown on Annex B C hereto, or such new location as such Assignor may establish in accordance with the last following sentence of this Section 2.5 (other than (i) immaterial portions until, in the case of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred Collateral constituting Inventory, such Collateral is transported to another location in connection with a sale any of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor's customers. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days' prior written notice within 10 days following any such relocation clearly describing of its intention so to do, providing a complete address for such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. Promptly after establishing a new location for such Inventory and Equipment in accordance with the immediately preceding sentence, the respective Assignor shall deliver to the Collateral Agent a supplement to Annex C hereto so as to cause such Annex C hereto to be complete and accurate. Notwithstanding anything to the contrary above in this Section 2.5, (i) to the extent that any movement of Inventory and/or Equipment to a location not shown on Annex C hereto but which is located in a jurisdiction within which all filings and recordings necessary to perfect and maintain the security interest of the Collateral Agent in such Inventory and/or Equipment have been made, the Assignors shall be permitted, in lieu of the procedures set forth in the second sentence of this Section 2.5, to provide a quarterly Collateral location update (which update shall be in the form required by Section 8.01(f) of the Credit Agreement and shall otherwise be required to be delivered in accordance with Section 8.01(f) of the Credit Agreement), whereafter all applicable Assignors shall promptly take all action, if any, deemed reasonably necessary by the Collateral Agent to maintain the security interest of the Collateral Agent in all such Inventory and/or Equipment located at such new location, (ii) no Assignor shall be deemed to have made any misrepresentation or otherwise defaulted in any obligation pursuant to this Section 2.5 as a result of any failure of in-store Inventory (or Inventory in transit to stores) produced by such Assignor at a location otherwise satisfying the requirements of this Section 2.5 (and any related in-store Equipment (or Equipment in transit to stores) relating to such Inventory) to be located at a location complying with this Section 2.5 and (iii) no Assignor shall be deemed to have made any misrepresentation or otherwise defaulted in any obligation pursuant to this Section 2.5 as a result of any failure of any other Inventory or Equipment to be located at a location complying with this Section 2.5, so long as the aggregate fair market value of all such Inventory and Equipment subject to this clause (iii) shall not at any time exceed $10,000,000.

Location of Inventory and Equipment. All As of the date hereof, all Inventory and Equipment held on by the date hereof by each Assignor Debtor and the Subsidiaries is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions EXHIBIT A hereto, in possession of Inventory (x) sold on consignment an employee of the Debtor or held on display for demonstration purposes the Subsidiaries or (y) transferred to another location in connection with a sale of such Inventory located in the ordinary course of business, so long as such sale occurs within 60 days from co-location space pursuant to the date of such transfer Inflow Master Services Agreement between the Debtor and (ii) various spare parts held for maintenance or repair of Equipment)Inflow. Each Assignor agrees The Debtor and the Subsidiaries agree that all Inventory and Equipment now held or subsequently acquired by it any of them shall be kept at (or shall be in transport to) any one of the locations shown on Annex B EXHIBIT A hereto, in possession of an employee of the Debtor or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment Subsidiaries or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory located in the ordinary course of business, so long as such sale occurs within 60 days from co-location space pursuant to an agreement with Inflow. The Debtor and the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Subsidiaries shall not locate Inventory and Equipment only if at a location other than a location where Inventory and Equipment is located on the date hereof unless (ia) it they shall have given to the Collateral Agent Secured Party not less than 15 days' prior written notice within 10 days following any such relocation of their intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent Secured Party may reasonably request and (iib) with respect to such new location, it they shall have taken all action reasonably satisfactory to the Collateral Agent Secured Party to maintain the security interest of the Collateral Agent Secured Party in the Collateral intended to be that is granted hereby at all times fully perfected and in full force and effect.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor Grantor is located at one of the locations shown on Annex Schedule B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each Assignor Grantor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport transit to) any one of the locations shown on Annex Schedule B hereto, hereto or such new location as such Assignor Grantor may establish in accordance with the last sentence of this Section 2.5 3.5. Since the later of (other than a) January 12, 2001, and (ib) immaterial portions the date such Grantor became a Subsidiary of Xxxxx Xxxxx, no Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale Equipment of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Grantor has been located at any address not indicated on Schedule B. Any Assignor Grantor may establish a new location for Inventory and Equipment only if (ia) it shall have given to the Collateral Agent not less than 30 days prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (iib) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the security interest of the Collateral Agent in the Security Agreement Collateral intended to be granted hereby at all times fully perfected and in full force and effect, (c) at the reasonable request of the Collateral Agent, it shall have furnished an opinion of counsel in form and substance reasonably acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto necessary to perfect (and maintain the perfection of) the security interest granted hereby have been filed in the appropriate filing office or offices, and (d) the Collateral Agent shall have received evidence that all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, necessary in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Assignor. Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last next sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 15 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. Notwithstanding anything to the contrary contained in this Section 2.5, it is understood and agreed that (i) the Assignors may hold Inventory and Equipment at locations other than those shown on Annex B hereto so long as the aggregate fair market value of all such Inventory and Equipment does not exceed $1,000,000 at any time and (ii) any Assignor may hold Inventory and Equipment at a location other than those identified on Annex B hereto so long as an effective UCC-1 financing statement (or equivalent thereof) has been filed with the Secretary of State of the State wherein such Inventory or Equipment is located (and, if necessary to create a perfected security interest in such Inventory or Equipment, with the county clerk of the county in which such Inventory or Equipment is located). Each Assignor agrees from time to time upon the request of the Collateral Agent to provide an updated Annex B which shall list the location of all Inventory and Equipment held by each Assignor on the date such updated Annex B is prepared by each Assignor.

Location of Inventory and Equipment. All On the date hereof, the Inventory and the Equipment constituting Collateral (other than mobile Equipment and Inventory in transit, assets under repair at third party locations, and Collateral at locations of construction jobs in progress, in each case in the Ordinary Course of Business) of such Grantor are kept at locations listed in Schedule 4.08 hereof. Schedule 4.08 also lists the locations of such Grantor’s Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor constituting Collateral (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such mobile Equipment and Inventory in transit, assets under repair at third party locations, and Collateral at locations of construction jobs in progress, in each case in the ordinary course Ordinary Course of business, so long as such sale occurs within 60 days from Business) for the four months preceding the date of such transfer and (ii) various spare parts held for maintenance hereof, if different from those referred in the preceding sentence. Such Grantor shall not move any Equipment or repair of Equipment). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 constituting Collateral (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such mobile Equipment and Inventory in transit, assets under repair at third party locations, and Collateral at locations of construction jobs in progress, in each case in the ordinary course Ordinary Course of businessBusiness) other than an immaterial portion thereof, so long as such sale occurs within 60 days from the date of such transfer and to any location, other than any location that is listed in Schedule 4.08 hereof, except upon not less than ten (ii10) various spare parts held for maintenance or repair of Equipment). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given days’ prior written notice to the Collateral Agent written notice within 10 days following any such relocation and the Administrative Agents, of its intention so to do, clearly describing such new location and providing such other information in connection therewith as and documents to the Collateral Agent may request reasonably requested by the Collateral Agent or the Administrative Agents to maintain the validity, perfection and (ii) with respect priority of the security interests provided for herein. Such Grantor shall, prior to such new locationany change described in the preceding sentence, it shall have taken take all action actions reasonably satisfactory to requested by the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the ratable benefit of the Secured Parties in the Collateral intended to be granted hereby at all times fully perfected and hereunder, including using commercially reasonable efforts to obtain waivers of landlord’s or warehousemen’s liens with respect to such new location; provided that, in full force and effectno event shall any Equipment or Inventory of any Grantor that constitutes Collateral be moved to any location outside of the continental United States.

Location of Inventory and Equipment. All As of the Closing Date, all Inventory and Equipment (other than Vehicles) held on the date hereof by each Assignor Grantor is located at one of the locations addresses shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold Grantor on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)Exhibit D hereto. Each Assignor Grantor agrees that all Inventory and all Equipment (other than Vehicles) now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B Exhibit D hereto; provided, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment). Any Assignor that each Grantor may establish a new location for Inventory and Equipment only if (i) it shall have given give to the Collateral Agent written notice within 10 of such new location as promptly as practicable and in no event later than 60 days following any such relocation after the establishment thereof, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, as promptly as practicable and in no event later than 75 days after the establishment thereof, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby to be at all times fully perfected and in full force and effect, and at the request of the Agent shall execute and deliver all filing of financing or confirmation statements and amendments or supplements thereto, as necessary, for filing in the appropriate filing office or offices, and taken all other actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) necessary, in order to perfect (and maintain the perfection and priority of) the Security Interest; provided further, that the requirements of the foregoing clauses (i) and (ii) shall not apply to Vehicles. Any such notice of a change or addition to the locations on Exhibit D shall, after compliance with the immediately preceding sentence, be deemed to amend such Exhibit to reflect such change or addition, to the same extent as if the Grantors, the Agent and each Lender entered into a formal written amendment hereof for that purpose.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each the Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)hereto. Each The Assignor agrees that all Inventory and all Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such the Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and (ii) various spare parts held for maintenance or repair of Equipment)2.5. Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent not less than 30 days' prior written notice within 10 days following any such relocation of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and reasonably request, (ii) with respect to such new location, as promptly as practicable and in no event later than 30 days after the establishment thereof, it shall have taken all necessary action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effecteffect and (iii) at the request of the Collateral Agent, it shall have furnished an opinion of counsel acceptable to the Collateral Agent to the effect that all financing or continuation statements and amendments or supplements thereto have been filed in the appropriate filing office or offices, and all other necessary actions (including, without limitation, the payment of all filing fees and taxes, if any, payable in connection with such filings) have been taken, in order to perfect (and maintain the perfection and priority of) the security interest granted hereby.

Location of Inventory and Equipment. All Inventory and Equipment held on the date hereof by each Assignor is located at one of the locations shown on Annex B hereto for such Assignor (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and transfer, (ii) various spare parts held for maintenance or repair of EquipmentEquipment and (iii) motor vehicles). Each Assignor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at (or shall be in transport to) any one of the locations shown on Annex B hereto, or such new location as such Assignor may establish in accordance with the last sentence of this Section 2.5 (other than (i) immaterial portions of Inventory (x) sold on consignment or held on display for demonstration purposes or (y) may be transferred to another location in connection with a sale of such Inventory in the ordinary course of business, so long as such sale occurs within 60 days from the date of such transfer and transfer, (ii) various spare parts held for maintenance or repair of EquipmentEquipment and (iii) motor vehicles). Any Assignor may establish a new location for Inventory and Equipment only if (i) it shall have given to the Collateral Agent written notice within 10 days following any such relocation clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request and (ii) with respect to such new location, it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.