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

Jurisdiction of Organization; Location of Collateral. Sections 1(c) and 1(d) of the Perfection Certificate set forth (a) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral owned by 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 (c) whether each such Collateral location and place of business (including 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 or as contemplated by Section 7.3. Parent and each Loan Party Obligor will give 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, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent. Without the prior written consent of Agent, 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. Sections 1(c) and 1(d) of With respect to each Loan Party Obligor, the Perfection Certificate set delivered on the Sixth Amendment Effective Date sets forth (ai) each place of business of Parent and each such Loan Party Obligor (including its chief executive office), (bii) all locations where all Inventory, Equipment, and other Collateral owned by Parent and each such 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 (ciii) whether each such Collateral location and place of business (including Parent’s and each such 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 or as contemplated by Section 7.3delivered on the Sixth Amendment Effective Date. Parent and each Each Loan Party Obligor will give Agent the Secured Parties 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 CertificateCertificate 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 Agent any Secured Party shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agentthe Secured Parties. Without the prior written consent of Agentthe Collateral Agent and the Lenders, neither Parent nor any 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. Sections 1(c) and 1(d) of the Perfection Certificate set forth (a) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral owned by 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 (c) whether each such Collateral location and place of business (including 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 or as contemplated by Section 7.3. Parent and each Each Loan Party Obligor will give 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, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent. Without the prior written consent of Agent, neither Parent nor any 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. Sections 1(c) and 1(d) of the Perfection Certificate Disclosure Schedule set forth (ai) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (bii) all locations where all Inventory, Equipment, and other Collateral owned by Parent and each Loan Party Obligor is kept other than Inventory in transitkept, Collateral at another location as contemplated by Section 7.3 or Collateral with an aggregate value not in excess of $100,000 and (ciii) whether each such Collateral location and and/or place of business (including 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 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 Sections 1(c) and 1(d) of the Perfection Certificate or as contemplated by Section 7.3Disclosure Schedule. Parent and each Each Loan Party Obligor will give 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 (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 CertificateDisclosure Schedule, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent. Without the prior written consent of Agent, neither Parent nor any 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. Sections 1(c) and 1(d) of the Perfection Certificate Disclosure Schedule set forth (ai) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (bii) all locations where all Inventory, Equipment, and other Collateral owned by Parent and each Loan Party Obligor is kept other than Inventory in transitkept, Collateral at another location as contemplated by Section 7.3 or Collateral with an aggregate value not in excess of $100,000 and (ciii) whether each such Collateral location and and/or place of business (including 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 or as contemplated by Section 7.3Disclosure Schedule. Parent and each Each Loan Party Obligor will give Agent Lender 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 (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 CertificateDisclosure Schedule, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent Lender shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to AgentLender. Without the prior written consent of AgentLender, neither Parent nor any 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. Sections 1(c) and 1(d) of the Perfection Certificate Disclosure Schedule set forth (ai) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (bii) all locations where all Inventory, Equipment, and other Collateral owned by Parent and each Loan Party Obligor is kept other than Inventory in 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 (ciii) whether each such Collateral location and and/or place of business (including 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 Disclosure Schedule and Equipment or as contemplated by Section 7.3Inventory with a fair market value in excess of $200,000 in the aggregate. Parent and each Each Loan Party Obligor will give Agent Lender 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 CertificateDisclosure 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 Agent Lender shall reasonably require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to AgentLender. Without the prior written consent of AgentLender, neither Parent nor any 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. Sections 1(c) and 1(d) of the Perfection Certificate set forth (a) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral owned by 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 and having a value not in excess of $100,000 150,000 is kept and (c) whether each such Collateral location and place of business (including Parent’s and each Loan Party Obligor’s Party'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 or as contemplated by Section 7.3to the extent having a value of less than $150,000. Parent and each Each Loan Party Obligor will give 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, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreementsCollateral Access Agreement, mortgages, and all other agreements, instruments and documents which 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 Borrowers shall only be required to use commercially reasonable efforts to so execute and deliver. 314050368.12 Without the prior written consent of Agent, neither Parent nor any 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. Sections 1(c) and 1(d) of the Perfection Certificate set forth (a) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral owned by 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 (c) whether each such Collateral location and place of business (including 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 or as contemplated by Section 7.3. Parent EachParent and each Loan Party Obligor will give 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, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent. Without the prior written consent of Agent, neither 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. Sections 1(c) and 1(d) of the Perfection Certificate Disclosure Schedule set forth (a) each place of business of Parent and each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral owned by Parent and each Loan Party Obligor is kept other than Inventory in transitkept, Collateral at another location as contemplated by Section 7.3 or Collateral with an aggregate value not in excess of $100,000 and (c) whether each such Collateral location and and/or place of business (including 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 or as contemplated by Section 7.3Disclosure Schedule. Parent and each Each Loan Party Obligor will give Agent Lender 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 CertificateDisclosure Schedule, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent Lender shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to AgentLender. Without the prior written consent of AgentLender, neither Parent nor any 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.