Common use of Location of Collateral Clause in Contracts

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

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

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

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

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, transit and Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third partybusiness, will at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except for, prior to an Event of Default, (ai) sales or other dispositions of assets permitted pursuant to Section 8.7 and (bii) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 if (iA) the Administrative applicable Borrower Party gives the Administrative Agent written notice of the new storage location at least thirty (30) days prior to storing Inventory at such location, (iiB) the Lender Group’s Lenders' security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iiiC) neither any Borrower Party’s 's nor the Administrative Agent’s 's right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (AD) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) an agreement, in form and substance acceptable to the Administrative Agent shall have established a Rent ReserveAgent, waiving any landlord's, bailee's, warehouseman's or other Lien in each case, to the extent such Person has a statutory priming Lien with respect to of the Inventory at such locationfor unpaid rent or storage charges, and (vE) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

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

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, transit and Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third partybusiness, will at all times be kept by the Borrower Credit Parties at one or more of the business locations of the Borrower Credit Parties set forth in Schedule 6.118.1(y). The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 8.1(y) except as permitted in the immediately preceding sentence and except forand, prior to an Event of Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7 12.5 and (b) the storage of Inventory at locations within the continental US United States or, if such Credit Party is located in Canada, within Canada (other than the Province of Quebec) other than those specified in the first sentence of this Section 6.11 10.18 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location at least thirty (30) days prior to storing the storage of Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, therefrom is in any way restricted, (iv) either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) Agreement, unless the Administrative Agent shall have Agent, at its option, has established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien appropriate Reserves with respect to the Inventory at such locationpremises, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent. If after the Closing Date any Credit Party keeps Inventory with a value of more than $200,000 at any leased location (other than a leased retail store location), such Credit Party shall notify the Administrative Agent and, unless the Administrative Agent otherwise agrees, such Credit Party shall deliver to the Administrative Agent a fully-executed Collateral Access Agreement with respect to such location.

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

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

Location of Collateral. All tangible property owned by a Borrower Party constituting items of Collateral, other than Inventory in transittransit and motor vehicles, Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third party, will shall at all times be kept by the Borrower Credit Parties at one or more of the business locations of the Borrower Credit Parties set forth in Schedule 6.11. The Inventory 7.1.1 hereto and shall notnot be moved therefrom, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 except as permitted that in the immediately preceding sentence and except for, prior to absence of an Event of DefaultDefault and acceleration of the maturity of the Obligations in consequence thereof, Credit Parties may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 9.2.10 hereof, and (bii) move Inventory or Equipment or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States other than those specified shown on Schedule 7.1.1 hereto so long as Credit Parties have given Agent at least 30 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory or Equipment and (iii) move Inventory and Equipment which is not included in the first sentence Borrowing Base, having an aggregate value of less than $40,000,000, to a location in the United States other than those shown on Schedule 7.1.1 hereto, and without notifying Agent (“Permitted Offsite Collateral”). Notwithstanding anything to the contrary contained in this Agreement, Credit Parties shall not be permitted to keep, store or otherwise maintain any Collateral at any location (including any location described in Section 6.11 if 7.1.1), unless (i) a Credit Party is the Administrative Borrower gives the Administrative Agent written notice owner of the new storage location at least thirty (30) days prior to storing Inventory at such location, (ii) a Credit Party leases such location and the Lender Grouplandlord has executed in favor of Agent a Landlord Waiver, (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent’s security interest in such Inventory is and continues to be a duly perfectedInventory, first priority Lien thereon, (iii) neither any Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agentconstitutes Permitted Offsite Collateral.

Location of Collateral. All Except as provided in this Section 7.1.1, all tangible property owned by a Borrower Party constituting items of Collateral, other than In-Transit Inventory, Inventory in transittransit from one location of a Domestic Obligor to another location of a Domestic Obligor and Inventory that is the subject of a Product Lease, Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third party, will shall at all times be kept by the Borrower Parties Borrowers at one or more of the business locations of the Borrower Parties Borrowers set forth in Schedule 6.11. The Inventory 7.1.1 hereto and shall notnot be moved therefrom, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 except as permitted that in the immediately preceding sentence and except for, prior to absence of an Event of DefaultDefault and acceleration of the maturity of the Obligations in consequence thereof, Borrowers may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 9.2.10 hereof and (bii) move Inventory or any record relating to any Collateral to a location in the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 if (i) the Administrative Borrower gives the Administrative shown on Schedule 7. 1.1 hereto so long as Borrowers shall give Agent written notice of the any such new storage location at least thirty which Inventory with an aggregate value in excess of $500,000 is maintained within 30 days of such Borrower's establishment of such location. Notwithstanding anything to the contrary contained in this Agreement, Borrowers shall not be permitted to keep, store or otherwise maintain any Collateral consisting of Inventory having a value in excess of $500,000 at any location (30including any location described in Schedule 7.1.1), unless (i) days prior to storing Inventory at a Borrower is the owner of such location, (ii) a Borrower leases such location (and, in the Lender Group’s security interest in such Inventory is and continues absence of a Lien Waiver from the landlord, Agent shall be authorized to be a duly perfected, first priority Lien thereonincrease the Rent Reserve), (iii) neither any Borrower Party’s nor the Administrative Agent’s right Collateral consists of entry upon Inventory placed with United Parcel Service or an affiliate of United Parcel Service ("UPS") at DOIC's warehouse location in Indianapolis, Indiana (provided that if Agent has not received an acceptable Lien Waiver from UPS within 30 days of the premises where such Inventory is stored or Closing Date, Agent shall be authorized to establish reserves against the Borrowing Base deemed necessary by Agent in the exercise of its right to remove the Inventory therefrom, is in any way restrictedreasonable business judgment), (iv) either the Collateral consists of Inventory placed with a warehouseman, bailee or processor (Aother than UPS) and, if such Inventory has an aggregate value in excess of $500,000, Agent has received from such warehouseman, bailee or processor an acceptable Lien Waiver (and, in the owner absence of such premisesa Lien Waiver, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, be authorized to establish reserves against the Borrowing Base as are deemed necessary by Agent in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, exercise of its reasonable business judgment) and (v) all negotiable documents and receipts in respect of any Collateral leased Inventory maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agentcustomer locations.

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

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

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

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

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

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory ---------------------- in transit, Inventory sold in the ordinary course of business transit and raw materials and work-in-process located at manufacturing sites operated by a third partymotor vehicles, will at all times be kept by the Borrower Parties Borrowers and their respective Subsidiaries at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory EXHIBIT B hereto and shall not, without the prior written approval of the Administrative AgentLender, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except fortherefrom except, prior to an Event of DefaultDefault and Lender's acceleration of the maturity of the Obligations in consequence thereof, for (ai) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory in the ordinary course of business; and (bii) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on EXHIBIT B if (iA) the Administrative Borrower gives the Administrative Agent Borrowers give Lender written notice of the new storage location at least thirty (30) days prior to storing Inventory at such location, (iiB) the Lender Group’s Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereonthereon (subject only to Permitted Liens), (iiiC) neither any Borrower Party’s Borrowers' nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way is restricted, (iv) either (AD) the owner of such premises, and any bailee, warehouseman or similar party that will be premises agrees in possession of such Inventory, shall have executed and delivered writing pursuant to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reservewaiver agreement, in each caseform and substance acceptable to Lender, among other things, not to the extent such Person has a statutory priming assert any landlord's, bailee's or other Lien with in respect to of the Inventory at such locationfor unpaid rent or storage charges, and (vE) all negotiable documents and receipts in respect of any Collateral maintained at such premises are delivered promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative AgentLender.

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business transit and raw materials and work-in-process located at manufacturing sites operated by a third partymotor vehicles, will at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory Exhibit C and shall not, without the prior written approval of the Administrative AgentLender, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except fortherefrom except, prior to an Event of DefaultDefault and the acceleration of the maturity of the Obligations in consequence thereof, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 and Inventory in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Exhibit C if (i) the Administrative Borrower gives the Administrative Agent Lender written notice of the new storage location at least thirty (30) days prior to storing Inventory at such location, (ii) the Lender Group’s Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Party’s Borrower's nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner of such premisespremises agrees with Lender not to assert any landlord's, and any bailee, warehouseman 's or similar party that will be other Lien in possession respect of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, for unpaid rent or storage charges and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Lender; (C) temporary transfers (for a period not to exceed three (3) months in any event) of Equipment from a location set forth on Exhibit C to another location if done for the Administrative Agent limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business and any non-negotiable documents and receipts (D) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued authorized by Section 7.4 hereof. Notwithstanding anything else herein to the Administrative Agent contrary, Inventory (i) with an aggregate value of less than $100,000 may be in transit, to, or at, a trade show or the home or office of a sales representative of Borrower, and promptly delivered (ii) with an aggregate value of less than $30,000 may be held by third parties, including but not limited to Borrower's customers, to demonstrate the Administrative Agentbenefit of Borrower's products.

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

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

Location of Collateral. All tangible property owned Collateral covered by a Borrower Party constituting Collateral, Section 4.1 above (other than (x) Inventory in transit, Inventory sold in the ordinary course of business transit and raw materials and work-in-process located at manufacturing sites operated by a third party(y) motor vehicles), will at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory 4.5 and shall not, without the prior written approval of the Administrative AgentLender, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except fortherefrom except, prior to an Event of DefaultDefault and Lender's acceleration of the payment of the Obligations in consequence thereof, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory in the ordinary course of business; and (bB) the use or storage of Inventory Collateral at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Schedule 4.5 if (i) the Administrative Borrower gives the Administrative Agent Lender written notice of the new storage location at least thirty (30) days prior to storing Inventory Collateral at such location, (ii) the Lender Group’s Lender's security interest in such Inventory Collateral is and continues to be a duly perfected, perfected first priority Lien thereon, (iii) neither any Borrower Party’s Borrower's nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory Collateral is stored stored, or its right to remove the Inventory Collateral therefrom, is in any way restricted, (iv) either (A) the owner of such premisespremises agrees in writing with Lender not to assert any landlord's, and any bailee, warehouseman 's or similar party that will be other Lien in possession respect of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, for unpaid rent or storage charges and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Lender. Without limiting the Administrative Agent and generality of the foregoing, if Borrower or any non-negotiable documents and receipts of its Subsidiaries leases any of its facilities from another Person, Borrower shall use its best efforts to cause each such lessor to execute a Lessor Consent in respect favor of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative AgentLender.

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business transit and raw materials and work-in-process located at manufacturing sites operated by a third partymotor vehicles, will at all times be kept by the Borrower Parties Borrowers and their respective Subsidiaries at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory EXHIBIT B hereto and shall not, without the prior written approval of the Administrative AgentLender, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except fortherefrom except, prior to an Event of DefaultDefault and Lender's acceleration of the maturity of the Obligations in consequence thereof, for (ai) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory in the ordinary course of business; and (bii) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on EXHIBIT B if (iA) the Administrative Borrower gives the Administrative Agent Borrowers give Lender written notice of the new storage location at least thirty (30) days prior to storing Inventory at such location, (iiB) the Lender Group’s Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereonthereon (subject only to Permitted Liens), (iiiC) neither any Borrower Party’s Borrowers' nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way is restricted, (iv) either (AD) the owner of such premises, and any bailee, warehouseman or similar party that will be premises agrees in possession of such Inventory, shall have executed and delivered writing pursuant to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reservewaiver agreement, in each caseform and substance acceptable to Lender, among other things, not to the extent such Person has a statutory priming assert any landlord's, bailee's or other Lien with in respect to of the Inventory at such locationfor unpaid rent or storage charges, and (vE) all negotiable documents and receipts in respect of any Collateral maintained at such premises are delivered promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative AgentLender.

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

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

Location of Collateral. All tangible property owned by a Borrower Party constituting items of Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third party, will shall at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory 7.1.1 hereto and shall notnot be moved therefrom, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 except as permitted that in the immediately preceding sentence and except for, prior to absence of an Event of DefaultDefault and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (ai) make sales or other dispositions of assets permitted pursuant any Collateral to the extent authorized by Section 8.7 9.2.10 hereof and (bii) move Inventory or Equipment (other than Inventory and Equipment which in the storage of aggregate, as to all Inventory at locations within or Equipment, is less than $500,000) or any record relating to any Collateral to a location in the continental US United States other than those specified shown on Schedule 7.1.1 hereto so long as Borrower has given Agent at least 15 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, which in the first sentence of this aggregate as to all Collateral, is less than $500,000) at any location (including any location described in Section 6.11 if 7.1.1), unless (i) Borrower is the Administrative Borrower gives the Administrative Agent written notice owner of the new storage location at least thirty (30) days prior to storing Inventory at such location, (ii) Borrower leases such location and the Lender Group’s landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

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

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business motor vehicles, marine vessels and raw materials and work-in-process located at manufacturing sites operated by a third partydiving equipment, will at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory EXHIBIT D attached hereto and shall not, without the prior written approval of the Administrative AgentLender, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except fortherefrom except, prior to an Event of Default, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 Inventory and the providing of services in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on EXHIBIT D attached hereto if (i) the Administrative Borrower gives the Administrative Agent Lender written notice of the new storage location at least thirty sixty (3060) days prior to storing Inventory at such location, (ii) the Lender Group’s except for Statutory Liens contested by Borrower as required by SECTION 8.2(H), Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Party’s Borrower's nor the Administrative Agent’s Lender's right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner of such premisespremises agrees with Lender not to assert any landlord's, and any bailee, warehouseman 's or similar party that will be other Lien in possession respect of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such locationfor unpaid rent or storage charges, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Lender; (C) temporary transfers (for period not to exceed three months in any event) of Equipment from a location set forth on EXHIBIT D attached hereto to another location if done for the Administrative Agent limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business; and any non-negotiable documents and receipts (D) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized by SECTION 6.4.

Location of Collateral. All tangible property owned by a Borrower Party constituting items of Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third party, will shall at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory 7.1.1 hereto and shall notnot be moved therefrom, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 except as permitted that in the immediately preceding sentence and except for, prior to absence of an Event of DefaultDefault and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (a) make sales or other dispositions of assets any Collateral 1.1 hereto so long as Borrower has given Agent at least 15 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted pursuant to Section 8.7 and keep, store or otherwise maintain any Collateral (except as permitted by subsection (b) the storage of Inventory above) at locations within the continental US other than those specified any location (including any location described in the first sentence of this Section 6.11 if Schedule 7.1.1), unless (i) Borrower is the Administrative Borrower gives the Administrative Agent written notice owner of the new storage location at least thirty (30) days prior to storing Inventory at such location, (ii) Borrower leases such location and the Lender Group’s landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business transit and raw materials and work-in-process located at manufacturing sites operated by a third partymotor vehicles, will at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory Exhibit D and shall not, without the prior written approval of the Administrative Collateral Agent, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except fortherefrom except, prior to an Event of Default, for (aA) sales or other dispositions of assets permitted pursuant to Section 8.7 and Inventory in the ordinary course of business; (bB) the storage of Inventory at locations within the continental US United States other than those specified in the first sentence of this Section 6.11 shown on Exhibit D if (i) the Administrative Borrower gives the Administrative Collateral Agent written notice of the new storage location at least thirty (30) days prior to storing Inventory at such location, (ii) Collateral 42 Agent's security interest, for the Lender Group’s security interest benefit of Lenders, in such Inventory is and continues to be a duly perfected, first priority Lien thereon, subject only to Permitted Liens, (iii) neither any Borrower Party’s Borrower's nor the Administrative Collateral Agent’s 's nor Lenders' right of entry upon the premises where such Inventory is stored stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner except by operation of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such locationlaw, and (viv) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent Collateral Agent; and any non-negotiable documents and receipts (C) removals in respect connection with dispositions of any Collateral maintained at such premises Equipment that are issued to the Administrative Agent and promptly delivered to the Administrative Agentauthorized by Section 7.4 hereof.

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

Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, transit and Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third partybusiness, will at all times be kept by the Borrower Credit Parties at one or more of the business locations of the Borrower Credit Parties set forth in Schedule 6.118.1(y). The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 8.1(y) except as permitted in the immediately preceding sentence and except forand, prior to an Event of Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7 12.5 and (b) the storage of Inventory at locations within the continental US United States or, if such Credit Party is located in Canada, within Canada (other than the Province of Quebec) other than those specified in the first sentence of this Section 6.11 10.18 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location at least thirty (30) days prior to storing the storage of Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Credit Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, therefrom is in any way restricted, (iv) either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) Agreement, unless the Administrative Agent shall have Agent, at its option, has established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien appropriate Reserves with respect to the Inventory at such locationpremises, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent. If after the Closing Date any Credit Party keeps Inventory with a value of more than $200,000 at any leased location, such Credit Party shall notify the Administrative Agent and, unless the Administrative Agent otherwise agrees, such Credit Party shall deliver to the Administrative Agent a fully-executed Collateral Access Agreement with respect to such location.

Location of Collateral. All tangible property owned by a Borrower Party constituting items of Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third party, will shall at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory SCHEDULE 7.1.1 hereto and shall notnot be moved therefrom, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 except as permitted that in the immediately preceding sentence and except for, prior to absence of an Event of DefaultDefault and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (a) make sales or other dispositions of assets permitted pursuant any Collateral to Section 8.7 and the extent authorized by SECTION 9.2.10 hereof, (b) have Inventory and Equipment at a location not listed on SCHEDULE 7.1.1, not to exceed $500,000 in the storage aggregate, provided, that Borrower promptly advises Agent of such location, and (c) except as permitted by subsection (b) above, move Inventory at locations within or Equipment or any record relating to any Collateral to a location in the continental US United States other than those specified shown on SCHEDULE 7. 1.1 hereto so long as Borrower has given Agent at least 15 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the contrary contained in the first sentence of this Section 6.11 if Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (except as permitted by subsection (b) above) at any location (including any location described in SECTION 7.1.1), unless (i) Borrower is the Administrative Borrower gives the Administrative Agent written notice owner of the new storage location at least thirty (30) days prior to storing Inventory at such location, (ii) Borrower leases such location and the Lender Group’s landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.