Common use of Jurisdiction of Organization; Location of Collateral Clause in Contracts

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, the Perfection Certificate delivered on the Sixth Amendment Effective Date sets forth (i) each place of business of such Loan Party Obligor (including its chief executive office), (ii) all locations where all Inventory, Equipment, and other Collateral owned by such Loan Party Obligor is kept and (iii) whether each such Collateral location and place of business (including such Loan Party Obligor’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Perfection Certificate delivered on the Sixth Amendment Effective Date. Each Loan Party Obligor will give the Secured Parties at least thirty (30) days’ prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in the Perfection Certificate delivered on the Sixth Amendment Effective Date, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured Parties. Without the prior written consent of the Collateral Agent and the Lenders, no Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii) allow any Collateral to be located outside of the continental United States of America.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets set forth (ia) each place of business of such Parent and each Loan Party Obligor (including its chief executive office), (iib) all locations where all Inventory, Equipment, and other Collateral owned by such Parent and each Loan Party Obligor is kept other than Inventory in transit, Collateral at another location as contemplated by Section 7.3 or Collateral with an aggregate value not in excess of $100,000 and (iiic) whether each such Collateral location and place of business (including such Parent’s and each Loan Party Obligor’s chief executive office) is owned by Parent or a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Dateor as contemplated by Section 7.3. Each Parent and each Loan Party Obligor will give the Secured Parties Agent at least thirty (30) days’ (or such shorter period agreed to be the Agent in its reasonable discretion) prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateCertificate, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesAgent. Without the prior written consent of the Collateral Agent and the LendersAgent, no neither Parent nor any Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii) allow any Collateral to be located outside of the continental United States of America.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets set forth (ia) each place of business of such each Loan Party Obligor (including its chief executive office), (iib) all locations where all Inventory, Equipment, and other Collateral owned by such each Loan Party Obligor and having a value in excess of $150,000 is kept and (iiic) whether each such Collateral location and place of business (including such each Loan Party Obligor’s Party's chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c) and 1(d) of the Perfection Certificate delivered on or to the Sixth Amendment Effective Dateextent having a value of less than $150,000. Each Loan Party Obligor will give the Secured Parties Agent at least thirty (30) days’ ' prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateCertificate, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreementsCollateral Access Agreement, mortgages, and all other agreements, instruments and documents which any Secured Party Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent; provided, that with respect to Collateral Access Agreements, the Secured PartiesBorrowers shall only be required to use commercially reasonable efforts to so execute and deliver. 314050368.12 Without the prior written consent of the Collateral Agent and the LendersAgent, no Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii) allow any Collateral to be located outside of the continental United States of America.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets set forth (ia) each place of business of such Parent and each Loan Party Obligor (including its chief executive office), (iib) all locations where all Inventory, Equipment, and other Collateral owned by such Parent and each Loan Party Obligor is kept other than Inventory in transit, Collateral at another location as contemplated by Section 7.3 or Collateral with an aggregate value not in excess of $100,000 and (iiic) whether each such Collateral location and place of business (including such Parent’s and each Loan Party Obligor’s chief executive office) is owned by Parent or a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Dateor as contemplated by Section 7.3. Each EachParent and each Loan Party Obligor will give the Secured Parties Agent at least thirty (30) days’ (or such shorter period agreed to be the Agent in its reasonable discretion) prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateCertificate, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesAgent. Without the prior written consent of the Collateral Agent and the LendersAgent, no noneither Parent nor any Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii) allow any Collateral to be located outside of the continental United States of America.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets Disclosure Schedule set forth (i) each place of business of such each Loan Party Obligor (including its chief executive office), (ii) all locations where all Inventory, Equipment, and other Collateral owned by such each Loan Party Obligor is kept kept, and (iii) whether each such Collateral location and and/or place of business (including such each Loan Party Obligor’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Perfection Certificate delivered on Sections 1(c) and 1(d) of the Sixth Amendment Effective DateDisclosure Schedule. Each Loan Party Obligor will give the Secured Parties Lender at least thirty (30) days’ prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateDisclosure Schedule, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Lender shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesLender. Without the prior written consent of the Collateral Agent and the LendersLender, no Loan Party Obligor will at any time (ix) change its jurisdiction of organization or (iiy) allow any Collateral to be located outside of the continental United States of America.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Section 1 of the Perfection Certificate delivered on set forth, as of the Sixth Amendment Effective Date sets forth Closing Date, (ia) each place of business of such each Loan Party Obligor (including its chief executive office), (iib) all locations where all Inventory, Equipment, and other Collateral owned by such each Loan Party Obligor is kept and (iiic) whether each such Collateral location and place of business (including such each Loan Party Obligor’s Party's chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or Canada in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Section 1 of the Perfection Certificate delivered on the Sixth Amendment Effective DateCertificate. Each Loan Party Obligor will give the Secured Parties Agent at least thirty (30) days’ ' prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in Section 3 of the Perfection Certificate delivered on the Sixth Amendment Effective DateCertificate, and will execute and deliver all Financing Statements, landlord waiversLien Waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesAgent. Without the prior written consent 10068325v17 attainment percentage (as defined in Section 430(d)(2) of the Collateral Agent and the LendersCode) is sixty percent (60%) or higher, an no Loan Party Obligor will at knows of any time facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (i60%) change its jurisdiction of organization or (ii) allow any Collateral to be located outside as of the continental United States most recent valuation date. No Loan Party or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of Americapremiums, and there are no premium payments which have become due that are unpaid, except as would not reasonably be expected to have a Material Adverse Effect. No Loan Party or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA except as would not reasonably be expected to have a Material Adverse Effect. No Pension Plan has been terminated by the plan administrator thereof or by the PBGC, and no Loan Party has knowledge of any event or circumstance that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, except as would not reasonably be expected to have a Material Adverse Effect.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets Disclosure Schedule set forth (i) each place of business of such each Loan Party Obligor (including its chief executive office), (ii) all locations where all Inventory, Equipment, and other Collateral owned by such each Loan Party Obligor is kept kept, and (iii) whether each such Collateral location and and/or place of business (including such each Loan Party Obligor’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Perfection Certificate delivered on Sections 1(c) and 1(d) of the Sixth Amendment Effective DateDisclosure Schedule. Each Loan Party Obligor will give the Secured Parties Lender at least thirty (30) days’ prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral (except for Inventory having an aggregate value of not more than $50,000; it being understood that such moved Collateral is subject to all applicable eligibility criteria under this Agreement as it pertains to Eligible Inventory) to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateDisclosure Schedule, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Lender shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesLender. Without the prior written consent of the Collateral Agent and the LendersLender, no Loan Party Obligor will at any time (ix) change its jurisdiction of organization or (iiy) except for inventory having an aggregate fair market value of less than $50,000 per fiscal year moved outside of the continental United States of America in the course of Borrower’s ordinary course of business and consistent with past practices prior to the Closing Date, allow any Collateral located within the continental United States of America to subsequently be located moved outside of the continental United States of America.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets Disclosure Schedule set forth (i) each place of business of such each Loan Party Obligor (including its chief executive office), (ii) all locations where all Inventory, Equipment, and other Collateral owned by such each Loan Party Obligor is kept other than Inventory in-transit, and (iii) whether each such Collateral location and and/or place of business (including such each Loan Party Obligor’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Perfection Certificate delivered on Sections 1(c) and 1(d) of the Sixth Amendment Effective DateDisclosure Schedule and Equipment or Inventory with a fair market value in excess of $200,000 in the aggregate. Each Loan Party Obligor will give the Secured Parties Lender at least thirty (30) days’ prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateDisclosure Schedule other than Inventory in-transit, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Lender shall reasonably require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesLender. Without the prior written consent of the Collateral Agent and the LendersLender, no Loan Party Obligor will at any time (ix) change its jurisdiction of organization or (iiy) allow any Collateral to be located outside of the continental United States of America, other than Equipment or Inventory with a fair market value in excess of $200,000 in the aggregate.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets set forth (ia) each place of business of such each Loan Party Obligor (including its chief executive office), (iib) all locations where all Inventory, Equipment, and other Collateral owned by such each Loan Party Obligor is kept other than Inventory in transit, Collateral at another location as contemplated by Section 7.3 or Collateral with an aggregate value not in excess of $100,000 and (iiic) whether each such Collateral location and place of business (including such each Loan Party Obligor’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Dateor as contemplated by Section 7.3. Each Loan Party Obligor will give the Secured Parties Agent at least thirty (30) days’ (or such shorter period agreed to be the Agent in its reasonable discretion) prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateCertificate, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesAgent. Without the prior written consent of the Collateral Agent and the LendersAgent, no Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii) allow any Collateral to be located outside of the continental United States of America.

Jurisdiction of Organization; Location of Collateral. With respect to each Loan Party Obligor, Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective Date sets Disclosure Schedule set forth (i) each place of business of such each Loan Party Obligor (including its chief executive office), (ii) all locations where all Inventory, Equipment, and other Collateral owned by such each Loan Party Obligor is kept kept, and (iii) whether each such Collateral location and and/or place of business (including such each Loan Party Obligor’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Term Loan Priority Collateral owned by any Borrower is located outside of the United States. No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Perfection Certificate delivered on Sections 1(c) and 1(d) of the Sixth Amendment Effective DateDisclosure Schedule. Each Loan Party Obligor will give the Secured Parties Agent at least thirty (30) days’ prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or moving any of the Collateral (except for Inventory having an aggregate value of not more than $50,000) to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate delivered on the Sixth Amendment Effective DateDisclosure Schedule, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which any Secured Party Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to the Secured PartiesAgent. Without the prior written consent of the Collateral Agent and the LendersAgent, no Loan Party Obligor will at any time (ix) change its jurisdiction of organization or (iiy) except for inventory having an aggregate fair market value of less than $50,000 per fiscal year moved outside of the continental United States of America in the course of Borrower’s ordinary course of business and consistent with past practices prior to the Closing Date, allow any Collateral located within the continental United States of America to subsequently be located moved outside of the continental United States of America.