Common use of Location of Collateral Clause in Contracts

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agent.

Location of Collateral. The Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent and the Lenders thathas Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 6.3 4.4 is a correct and complete list of the Borrower’s chief executive office, the location locations of its all of books and recordsrecords concerning the Collateral, the locations of the CollateralCollateral (other than bank accounts and amounts on deposit therein), and the locations of all of its other such Borrower’s places of businessbusiness as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations and 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 (b) Schedule 6.3 correctly identifies any the Collateral shall remain at all times in the possession of such facilities and locations that are not owned Borrower (or, to the extent contemplated by the Borrower and sets forth Loan Documents, in the names possession or control of the owners and lessors Agent, or sublessors of such facilities and locationsin-transit or maintained on an electronic system). The Each Borrower covenants and agrees that 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 (i) maintain any the Collateral at any location other than those listed in Schedule 4.4 (other than any new locations listed for the Borrower which are not required to have been updated on Schedule 6.34.4 pursuant to Section 9.1(d)(v)), (ii) and will not otherwise change or add to any of such those locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the such Borrower promptly executes and delivers to Agent at least thirty (30) days’ prior written notice thereof and executes 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 contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that the are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably requests require in connection therewith. Without limiting with the foregoing, the Borrower represents that all perfection of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises ’s security interest in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agentany Collateral stored electronically.

Location of Collateral. The Borrower Each Loan Party represents and warrants to the Agent and the Lenders that: (a) Schedule SCHEDULE 6.3 is sets forth as of the Closing Date a correct and complete list of the Borrower’s such Loan Party's chief executive office, the location of its books and records, the locations of the CollateralCollateral (and, with respect to Collateral constituting Inventory, the locations of such Collateral granted by such Loan Party set forth separately from the locations of Collateral constituting Inventory granted by each of the other Loan Parties), and the locations of all of its other places of business; and (b) Schedule SCHEDULE 6.3 correctly identifies as of the Closing Date any of such facilities and locations that as of the Closing Date are not owned by the Borrower such Loan Party and sets forth as of the Closing Date the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Loan Party covenants and agrees that it will not (i) maintain any Collateral (other than (x) finished goods not in the possession of the Borrowers as to which a documentary Letter of Credit has been issued for the account of one of the Borrowers and which, if in the possession of one of the Borrowers, would constitute Inventory of such Borrower or (y) Collateral in transit between the locations listed on SCHEDULE 6.3) at any location other than those locations listed for the Borrower such Loan Party on Schedule SCHEDULE 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule SCHEDULE 6.3, unless unless, with respect to each of clauses (i) through (iii) above, it gives uses its best efforts to give the Agent at least thirty (30) days’ ' prior written notice thereof (and in any event it shall give the Agent at least fifteen (15) days' prior written notice thereof) (any such written notice timely received by the Agent to be deemed an amendment to SCHEDULE 6.3 unless such notice shall be with respect to any Inventory to be stored or held at a consolidator not described on SCHEDULE 6.3 as in effect on the Closing Date, in which case such notice shall be deemed to constitute an amendment to SCHEDULE 6.3 only if the Agent shall have received a bailee letter, in form and substance satisfactory to the Agent, duly executed by such consolidator) and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Loan Party represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory (other than Inventory in transit) will be, located either (a) on premises owned by the Borrowersuch Loan Party, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, Loan Party or (c) in a public warehouse or with a bailee(as to which such Loan Party shall give the Agent prompt written notice), provided that that, with respect to this clause (c), either the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the AgentAgent or, if the Agent shall not receive such an executed bailee letter with respect to a public warehouse, then the Loan Parties, the Agent and the Lenders agree that the Inventory of any Borrower located therein shall not be Eligible Inventory. Notwithstanding the foregoing, to the extent that any Loan Party maintains Inventory at any location other than those locations listed on SCHEDULE 6.3, such non-compliance with this SECTION 6.3 shall not constitute a Default so long as (x) such Inventory is temporarily being held by a consolidator and awaiting shipment to a location listed on SCHEDULE 6.3 (other than that of another consolidator), (y) such Inventory is not reported as Eligible Inventory on any reports provided to the Agent or any Lender and (z) promptly upon a Responsible Officer of a Loan Party receiving actual knowledge thereof, the relevant particulars are included in the collateral reporting materials to be delivered to the Agent in accordance with SECTION 6.7.

Location of Collateral. The Borrower Each Grantor represents and warrants to the Administrative Agent and the Lenders that: that (a) Schedule 6.3 2.4 is a correct and complete list of the Borrowerlocation of such Grantor’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; business and (b) Schedule 6.3 2.4 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower such Grantor on Schedule 6.32.4, (ii) otherwise change or add to any of the locations listed for such locationsGrantor on Schedule 2.4, or (iii) change its “location” (as defined in the location of its chief executive office UCC) from the location identified in Schedule 6.32.4, unless it gives the Administrative Agent at least thirty (30) days’ days prior written notice thereof and executes any and all financing statements waivers, landlord subordination agreements, and other documents that the Administrative Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrowersuch Grantor, (bB) on premises leased by the Borrowersuch Grantor, provided that the Administrative Agent hashas received, if requested by the Administrative Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Administrative Agent, or (cC) in a warehouse or with a bailee, provided that the Administrative Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person in form and substance satisfactory to the Administrative Agent.

Location of Collateral. The Borrower represents and warrants to the -------------------------- Agent and the Lenders that: : (a) Schedule 6.3 is a correct and complete list of ------------ the Borrower’s 's chief executive office, the location of its books and records, records and the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any ------------ of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locationsBorrower. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, ------------ (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior ------------ written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if reasonably requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if reasonably requested by the Agent, received an executed bailee letter from the applicable Person in form and substance reasonably satisfactory to the Agent.

Location of Collateral. The All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower represents at one or more of the business locations of Borrower set forth in Schedule 7.1.1 hereto and warrants shall not be moved therefrom, 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 Borrower has executed and delivered to Agent UCC-1 financing statements and any other appropriate documentation to perfect or continue the perfection of Agent's Liens with respect to such Inventory or Equipment. Notwithstanding anything to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s chief executive officecontrary contained in this Agreement, the location of its books and recordsBorrower shall not be permitted to keep, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors store or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) otherwise maintain any Collateral at any location other than those locations listed for (including any location described in Section 7.1.1), unless (i) Borrower is the Borrower on Schedule 6.3owner of such location, (ii) otherwise change or add to any Borrower leases such location and, if requested by Agent, the landlord has executed in favor of such locationsAgent a Landlord Waiver, or (iii) change the location Collateral consists of its chief executive office from the location identified in Schedule 6.3Inventory placed with a warehouseman, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) isbailee or processor, and covenants that all of its Inventory will beif, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, Agent has received from such warehouseman, bailee or processor an executed landlord acceptable Lien waiver from agreement and an appropriate UCC-1 financing statement has been filed with the landlord of appropriate Governmental Authority in the jurisdiction where such premises warehouseman, bailee or processor is located in form and substance satisfactory order to the Agentperfect, or (c) to maintain the uninterrupted perfection of, Agent's security interest in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agentsuch Inventory.

Location of Collateral. The Borrower (a) Each Grantor represents and warrants to the Agent and the Lenders that: (aA) Schedule 6.3 I hereto is a correct and complete list of the Borrower’s such Grantor's chief executive office, the location of its books and records, the locations of the Collateral, Collateral in which such Grantor has an interest and the locations of all of its other places of business; and (b) Schedule 6.3 I hereto correctly identifies any of such facilities and locations that are not owned by the Borrower such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Grantor covenants and agrees that it will not (i) maintain any Collateral in which it has an interest at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3, I hereto (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I hereto, unless it gives the Agent at least thirty (30) days’ ' (or such lesser number of days agreed to by the Agent) prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowersuch Grantor, (b) on premises leased by the Borrowersuch Grantor, provided that that, to the extent (and only to such extent) required by the provisions of the Credit Agreement or this Security Agreement, the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the Agent, Agent or (c) in a warehouse or with a bailee, provided that that, to the extent (and only to such extent) required by the provisions of the Credit Agreement or this Security Agreement, the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person in form and substance reasonably satisfactory to the Agent.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders Lender that: (a) Schedule 6.3 Exhibit B is a correct and complete list of the location of Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 Exhibit B correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3Exhibit B, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive principal office from the location identified in Schedule 6.3Exhibit B, unless it gives the Agent Lender at least thirty (30) 30 days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent Lender reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, Lender has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentLender, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Lender has received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentLender.

Location of Collateral. The Borrower (a) Each Grantor represents and warrants to the Agent and the Lenders that: : (aA) Schedule 6.3 I is a correct and complete list of the Borrower’s location of such Grantor's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 I correctly identifies any of such facilities and locations that are not owned by the Borrower a Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3I, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowersuch Grantor, (b) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentAgent or (d) on premises leased by such Grantor provided that such Grantor has notified the Agent of the amount of the monthly rent for such premises and the Agent has made adequate reserves therefor.

Location of Collateral. The Each Borrower represents and warrants to the Agent and the Lenders that: : (a) Schedule 6.3 5.3 is a correct and complete list of the such Borrower’s 's chief executive office, the location of its books and records, the locations of the CollateralCollateral with respect to such Borrower, and the locations of all of its other places of business; and (b) Schedule 6.3 5.3 correctly identifies any of such facilities and locations that are not owned by the such Borrower and sets forth the names of the owners and lessors or sublessors of, and, to the best of such Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Each Borrower covenants and agrees that it will not (i) maintain any Collateral with respect to such Borrower at any location other than those locations listed for the such Borrower on Schedule 6.35.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.35.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the each Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the such Borrower, (b) on premises leased by the such Borrower, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agent.that

Location of Collateral. The Borrower (a) Each Grantor represents and warrants to the Agent and the Lenders that: : (ai) Schedule 6.3 I is a correct and complete list of the Borrower’s ---------- location of such Grantor's chief executive office, the location of its books and records, the locations of the its Collateral, and the locations of all of its other places of business; and (bii) Schedule 6.3 I correctly identifies any ---------- of such facilities and locations that are not owned by the Borrower such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower . (b) Each Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3I, (ii) otherwise change or add to any ---------- of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I, unless it gives the Agent at least thirty (30) days’ prior written ---------- concurrent notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. . (c) Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either either: (ai) on premises owned by the Borrower, such Grantor; (bii) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the -------- landlord of such premises in form and substance satisfactory to the Agent, Agent or has created a rent Reserve for at least 3 months of rent for such locations; (ciii) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentAgent or has created a rent Reserve for at least 3 months of rent for such locations; or (iv) on premises owned by processors in the ordinary course of business.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: : (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of records relating to the Collateral, and the locations of all of its other places of business; the Collateral and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises Premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentAgent or has established a Rent Reserve with respect to such Premises, or (c) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the Agent.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s chief executive office, the location of its books and records, records and the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locationsBorrower. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, (iv) change its name, (v) change its identity or structure in any manner which might make any financing statement filed under any Collateral Document incorrect or misleading, (vi) change its registration as an organization (or make any new such registration), or (vii) change its jurisdiction of organization, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith; provided that the Borrower shall not locate any Collateral outside of the United States without the prior written consent of the Agent and the Majority Lenders nor shall the Borrower change its jurisdiction of organization to a jurisdiction outside of the United States. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if reasonably requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if reasonably requested by the Agent, received an executed bailee letter from the applicable Person in form and substance reasonably satisfactory to the Agent.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s chief executive office, the location of its books and records, records and the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locationsBorrower. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change its jurisdiction of organization or the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if reasonably requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if reasonably requested by the Agent, received an executed bailee letter from the applicable Person in form and substance reasonably satisfactory to the Agent.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders Lender that: ( a) Schedule 6.3 Exhibit A is a correct and complete list of the location of Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 Exhibit A correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive principal office from the location identified in Schedule 6.3Exhibit A, unless it gives the Agent Lender at least thirty (30) 30 days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent Lender reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrower, (bB) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, Lender has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, Lender or (cC) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Lender has received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentLender.

Location of Collateral. The Borrower NaPro represents and warrants to the Agent and the Lenders Abbott that: (a) Schedule 6.3 1 is a correct and complete list of the Borrower’s NaPro's chief executive office, the location of its books and records, the locations of the Collateral, Collateral and the locations of all of its other places of business; and (b) Schedule 6.3 1 correctly identifies any of such facilities and locations that are not owned by the Borrower NaPro and sets forth the names of the owners and lessors or sublessors of and, the holders of any mortgages on, such facilities and locations. The Borrower NaPro covenants and agrees that it will not not: (i) maintain any Collateral at any location other than those locations listed for the Borrower NaPro on Schedule 6.3, 1; (ii) otherwise change or add to any of such locations, ; or (iii) change the location of its chief executive office from the location identified in Schedule 6.31, unless it gives the Agent Abbott at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably Abbott requests in connection therewiththerewith or, if such new location would not require any additional financing statements to be filed to maintain ▇▇▇▇▇▇'▇ perfected security interest in all Collateral, five (5) days' prior written notice thereof. Without limiting the foregoing, the Borrower NaPro represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either located, either: (a) on premises owned by the Borrower, NaPro; (b) on premises leased by the BorrowerNaPro, provided that the Agent has, if requested by the Agent, received NaPro has used commercially reasonable efforts to obtain an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, Abbott; or (c) in a warehouse with any warehouseman, bailee or with a baileeany of NaPro's agents or processors, provided that the Agent has, if requested by the Agent, Abbott has received an executed bailee letter from the applicable Person such documents relating thereto in form and substance satisfactory to the AgentAbbott as Abbott shall request.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: : (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of the CollateralCollateral (excluding Inventory which is in transit from one location to another or to customers of the Borrower), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless in any such case it gives the Agent at least thirty ten (3010) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the Agent.

Location of Collateral. The Borrower Grantor represents and warrants to the Agent and the Lenders Secured Parties that: ( a) Schedule 6.3 I is a correct and complete list of the Borrower’s Grantor's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 I correctly identifies any of such facilities and locations that are not owned by the Borrower Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower Grantor on Schedule 6.3I attached hereto, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I, unless it gives the Agent each Secured Party at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent any Secured Party reasonably requests in connection therewith. Without limiting the foregoing, the Borrower Grantor represents that all of its Inventory (other than Inventory in transitnot yet received and paid for) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the BorrowerGrantor, (b) on premises leased by the BorrowerGrantor, provided that the Agent has, if requested by the Agent, Secured Parties have received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentSecured Parties, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Secured Parties have received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentSecured Parties.

Location of Collateral. The Each Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the such Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the a Borrower and sets forth the names of the owners and lessors or sublessors of and, to the best of such Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Each Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the such Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the each Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the a Borrower, (b) on premises leased by the a Borrower, provided provided, that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a baileepublic warehouse, provided provided, that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the Agent.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: : (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the Agent.

Location of Collateral. The Borrower Grantor represents and warrants to the Agent and the Lenders Secured Parties that: ( a) Schedule 6.3 I is a correct and complete list of the Borrower’s Grantor's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 I correctly identifies any of such facilities and locations that are not owned by the Borrower Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower Grantor on Schedule 6.3I attached hereto, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I, unless it gives the Agent each Secured Party at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent any Secured Party reasonably requests in connection therewith. Without limiting the foregoing, the Borrower Grantor represents that all of its Inventory (other than Inventory in transitnot yet received) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the BorrowerGrantor, (b) on premises leased by the BorrowerGrantor, provided that the Agent has, if requested by the Agent, Secured Parties have received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentSecured Parties, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Secured Parties have received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentSecured Parties.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: : (a) Schedule 6.3 Exhibit A is a correct and complete list of the location of Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 Exhibit A correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive principal office from the location identified in Schedule 6.3Exhibit A, unless it gives the Agent Lenders at least thirty (30) 30 days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent Lenders reasonably requests request in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrower, (bB) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, Lenders have received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, Lenders or (cC) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Lenders have received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentLenders.

Location of Collateral. The Each Borrower and the Guarantor (as to ---------------------- itself only) represents and warrants to the Agent and each of the Lenders thatthat as at the Closing Date: (a) Schedule 6.3 Exhibit D hereto is a correct and complete list of each Borrower's and the Borrower’s Guarantor's chief executive office, the location of its books and records, the locations of the CollateralCollateral and, in the case of any Collateral not located at premises owned by a Borrower and the Guarantor, the purpose for which the Collateral is at such location and the locations of all of its other places of business; and (b) Schedule 6.3 Exhibit D correctly identifies any of such facilities and locations that are not beneficially owned by and registered in the name of a Borrower or the Guarantor and sets forth the names of the owners and lessors or sublessors sub-lessors of, and, to the best of such Borrower's and the Guarantor's knowledge, the holders of any mortgages on, such facilities and locations. The Each Borrower and the Guarantor (as to itself only) covenants and agrees that it will not (ia) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3Exhibit D, (iib) otherwise change or add to any of such locations, or (iiic) change the location of its head office and chief executive office from the location identified in Schedule 6.3place of business, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes executes, delivers, registers, signifies and publishes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agent.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that, as of the date hereof: (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors sublessors, or bailees or consignees, as applicable, of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add except for Inventory subject to a Lease Agreement, Inventory at a FAA-approved repair facility, and Inventory in transit to any of such locationslocation, or (iiiii) change the location of its chief executive office or the locations of the Collateral from the location locations identified in Schedule 6.3, unless unless, in either case, it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory subject to a Lease Agreement, Inventory at a FAA-approved repair facility and Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrower, (bB) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (cC) in a warehouse or with a baileebailee or consignee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agent, (1) an executed bailee or consignee letter, (2) an executed UCC financing statement and (3) any other items that the Agent requests in its good faith judgment; provided; however, that the Agent shall not request or require any such waivers, bailee or consignee letters, UCC financing statements or other similar such documents to the extent that the Agent on the Closing Date has expressly waived, in writing, such requirement as to specified Inventory at specified locations; provided, further, however, that any such waiver by the Agent shall not be effective to waive any requirement of clauses (B) and (C) above (x) during the continuance of an Event of Default or (y) with respect to any Inventory (including any Inventory received in exchange for Inventory) relocated to a different location (regardless of whether any other Inventory may be located at such different location) subsequent to the Closing Date.

Location of Collateral. The Borrower Each Grantor represents and warrants to the Agent and the Lenders Purchaser that: (a) Schedule 6.3 I is a correct and complete list of the Borrower’s such Grantor's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 I correctly identifies any of such facilities and locations that are not owned by the Borrower such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3I, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I, unless it (with respect to each of clauses (i) through (iii)) such Grantor gives the Agent Purchaser at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent Purchaser reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrowera Grantor, (bB) on premises leased by the Borrowera Grantor, provided that the Agent has, if requested by the Agent, Purchaser has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentPurchaser, or (cC) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Purchaser has received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentPurchaser.

Location of Collateral. The Each Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule SCHEDULE 6.3 is a correct and complete list of the such Borrower’s 's chief executive office, the location of its books and records, the locations of the CollateralCollateral (other than Inventory in transit, rolling stock, and Collateral in the Agent's possession), and the locations of all of its other places of business; and (b) Schedule SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by the such Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Each Borrower covenants and agrees that it will not (ix) maintain any Collateral (other than Inventory in transit, rolling stock, and Collateral in the Agent's possession) at any location other than those locations listed for the such Borrower on Schedule SCHEDULE 6.3, (iiy) otherwise change or add to any of such locations, or (iiiz) change the location of its chief executive office from the location identified in Schedule SCHEDULE 6.3, unless it gives the Agent at least thirty (30) days’ days prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. In the event any Borrower requests to change or add any location of Collateral and has provided the Agent with all financing statements and other documents requested by the Agent in connection therewith, the Borrower shall prepare and deliver to the Agent a revised SCHEDULE 6.3 which shall automatically be adopted as SCHEDULE 6.3 for all purposes. Without limiting the foregoing, the each Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the such Borrower, or (bB) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form Borrower and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agentincluded on SCHEDULE 6.3.

Location of Collateral. The Borrower (a) Each Grantor represents and warrants to the Agent and the Lenders that: : (ai) Schedule 6.3 I is a correct and complete list of the Borrower’s ---------- location of such Grantor's chief executive office, the location of its books and records, the locations of the its Collateral, and the locations of all of its other places of business; and (bii) Schedule 6.3 I correctly identifies any ---------- of such facilities and locations that are not owned by the Borrower such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower . (b) Each Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3I, (ii) otherwise change or add to any of such ---------- locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I, unless it gives the Agent at least thirty (30) days’ prior written concurrent ---------- notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. . (c) Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either either: (ai) on premises owned by the Borrower, such Grantor; (bii) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, Agent or has created a rent Reserve for at least 3 months of rent for such locations; (ciii) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, has received an -------- executed bailee letter from the applicable Person in form and substance satisfactory to the AgentAgent or has created a rent Reserve for at least 3 months of rent for such locations; or (iv) on premises owned by processors in the ordinary course of business.

Location of Collateral. The Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent and the Lenders thathas Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 6.3 4.4 is a correct and complete list of the Borrower’s chief executive office, the location locations of its all of books and recordsrecords concerning the Collateral, the locations of the CollateralCollateral (other than bank accounts and amounts on deposit therein), and the locations of all of its other such Borrower’s places of businessbusiness as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) Schedule 6.3 correctly identifies any the Collateral shall remain at all times in the possession of such facilities and locations that are not owned Borrower (or, to the extent contemplated by the Borrower and sets forth Loan Documents, in the names possession or control of the owners and lessors Agent, or sublessors of such facilities and locationsin-transit or maintained on an electronic system). The Each Borrower covenants and agrees that 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 (i) maintain any the Collateral at any location other than those locations listed for the Borrower on in Schedule 6.34.4, (ii) and will not otherwise change or add to any of such those locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the such Borrower promptly executes and delivers to Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably requests require in connection therewith. Without limiting with the foregoing, the Borrower represents that all perfection of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises ’s security interest in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agentany Collateral stored electronically.

Location of Collateral. The Borrower Grantor represents and warrants to the Agent and the Lenders Secured Parties that: (a) Schedule 6.3 II is a correct and complete list of the Borrower’s Grantor's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 II correctly identifies any of such facilities and locations that are not owned by the Borrower Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower Grantor on Schedule 6.3II attached hereto, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3II, unless it gives the Agent each Secured Party at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent any Secured Party reasonably requests in connection therewith. Without limiting the foregoing, the Borrower Grantor represents that all of its Inventory (other than Inventory in transitnot yet received) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the BorrowerGrantor, (b) on premises leased by the BorrowerGrantor, provided that the Agent has, if requested by the Agent, Secured Parties have received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentSecured Parties, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Secured Parties have received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentSecured Parties.

Location of Collateral. The Borrower represents and warrants to the Agent Co-Agents and the Lenders that: : (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent Co-Agents at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Administrative Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided or (c) in a third-party warehouse or with a bailee. Borrower further represents that the Agent has(i) with respect all Inventory located on premises leased by Borrower, if Administrative Agent has requested by a landlord waiver for such location, either the Agent, Administrative Agent shall have received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentCo-Agents, or Borrower shall have used commercially reasonable efforts to obtain such waiver, and (cii) with respect to all Inventory located in a third-party warehouse or with a bailee, provided that if the Administrative Agent hashas requested a bailee letter for such Inventory, if requested by the Agent, Administrative Agent shall have received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentCo-Agents.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: : (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agent.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders Lender that: : (a) Schedule 6.3 Exhibit A is a correct and complete list of the location of Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 Exhibit A correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3Exhibit A, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive principal office from the location identified in Schedule 6.3Exhibit A, unless it gives the Agent Lender at least thirty (30) 30 days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent Lender reasonably requests request in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrower, (bB) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (cC) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, Lender have received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentLender. 5.

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: : (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location locations of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty fourteen (3014) days’ ' prior written notice thereof and executes and delivers any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agent.. Notwithstanding the foregoing and provided no Default or Event of Default then exists, the Borrower may relocate Inventory from a location listed on Schedule 6.3 to a location not listed on Schedule 6.3 without prior notice to the Agent provided that (a) the fair market value of such Inventory, together with all other inventory so relocated and for which the Borrower has not executed and delivered financing statements and other documents in accordance with this Section 6.3, does not exceed $1,000,000, (b) the Borrower promptly notifies the Agent of such relocation and (c) the Borrower executes and delivers any and all financing statements and other documents that the Agent reasonably requests in connection therewith in time for the Agent to

Location of Collateral. The Borrower (a) Each Grantor represents and warrants to the Agent and the Lenders that: (aA) Schedule 6.3 I is a correct and complete list of the Borrowerlocation of such Grantor’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 I correctly identifies any of such facilities and locations that are not owned by the Borrower such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3I, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowersuch Grantor, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentGrantor, or (c) in a warehouse or pursuant to an agreement with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agentwarehouseman.