Common use of Title to Collateral; Third Party Locations; Permitted Liens Clause in Contracts

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. The Collateral Agent (for the benefit of the Secured Parties) now has, and will at all times continue to have, a Requisite Priority first-priority (subject only to Liens of the type set forth in clause (i) of the definition of “Permitted Liens”) perfected and enforceable security interest and Lien in all of the Term Loan Priority Collateral, and a second-priority (or, after the Payment in Full (as defined in the Intercreditor Agreement) of the ABL Priority Debt (as defined in the Intercreditor Agreement, a first-priority) (subject only to Liens of the type set forth in clause (i) of the definition of “Permitted Liens”) perfected and enforceable security interest and Lien in all of the ABL Priority Collateral, and each Loan Party Obligor will at all times defend the Collateral Agent and the Collateral against all claims of others. None Except as otherwise disclosed in writing to the Secured Parties by the Borrower, none of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have the applicable Loan Party has delivered to Agent the Secured Parties a landlord’s waiver in form and substance reasonably satisfactory to Agent the Required Lenders (unless waived in writing by Agent the Required Lenders in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its their sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have the applicable Loan Party has delivered to Agent the Secured Parties a warehouseman’s waiver in form and substance reasonably satisfactory to Agent the Required Lenders (unless waived in writing by Agent the Required Lenders in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its their sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods goods at any warehouse or otherwise. Prior to causing or permitting any Collateral valued in excess of $50,000 (other than mobile equipment such as laptop computers in the possession of the applicable Loan Party’s employees or agents) to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, the Borrower Representative shall notify Agent the Secured Parties and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agentthe Secured Parties, in form and substance reasonably acceptable to Agentthe Required Lenders, such waivers, collateral access agreements, and subordinations as Agent the any Secured Party shall specify, so as to, among other things, ensure that Agent’s the Secured Parties’ rights and interests in the Collateral are, and will at all times continue to be, superior to the rights and interests of any such third party or Person and that Agent has the Secured Parties have access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. Notwithstanding any of the foregoing or anything in the Loan Documents to the contrary, (x) for each location leased or otherwise occupied by Aytu and its Subsidiaries (other than Borrower Loan Parties) as reflected in the Perfection Certificate delivered on the Sixth Amendment Effective Date, Aytu and its Subsidiaries shall use commercially reasonable efforts to deliver, within sixty (60) days (or such later date as Collateral Agent may agree in its sole discretion) after the Sixth Amendment Effective Date, landlord and warehousemen waivers, as applicable, for each such location, in form and substance reasonably satisfactory to the Required Lenders and (y) the Borrower shall have ten (10) days after the Sixth Amendment Effective Date to deliver, or cause to be delivered, a certificate representing 100% of its Stock reflecting Aytu as the owner of such Stock.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor and Parent has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor and Parent will at all times defend Agent and the Collateral against all claims of othersothers (other than holders of Permitted Liens); provided, however, no additional actions shall be required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. None of the Collateral which is Equipment with an aggregate value in excess of $100,000 is, or will at any time, be affixed to any real property that is not subject to a mortgage in favor of the Agent in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; providedAgent, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no neither Parent nor any Loan Party Obligor is or will be a lessee or sublessee under any real property lease or subleasesublease where Collateral with an aggregate value in excess of $100,000 is located. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; providedAgent, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no neither Parent nor any Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods with an aggregate value in excess of $100,000 at any warehouse or otherwise. Prior to causing or permitting any Collateral with an aggregate value in excess of $100,000 to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor or Parent shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor and Parent will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located, except as could not reasonably be expected to result in a Material Adverse Effect.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and and, if applicable, marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have Borrower has delivered to Agent Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or subleasesublease where Collateral is located. Except for warehouses as to which Borrowers have Borrower has delivered to Agent Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods with an aggregate value in excess of $25,000 at any warehouse or otherwise. Prior to causing or permitting any Collateral with an aggregate value in excess of $25,000 to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent Lender and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentLender’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of othersothers (other than holders of Permitted Liens); provided, however, no additional actions shall be required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. None of the Collateral which is Equipment with an aggregate value in excess of $100,000 is, or will at any time, be affixed to any real property that is not subject to a mortgage in favor of the Agent in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or subleasesublease where Collateral with an aggregate value in excess of $100,000 is located. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods with an aggregate value in excess of $100,000 at any warehouse or otherwise. Prior to causing or permitting any Collateral with an aggregate value in excess of $100,000 to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located, except as could not reasonably be expected to result in a Material Adverse Effect.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority or second-priority, as applicable, pursuant to the term of the Intercreditor Agreement, perfected and enforceable security interest in all of the Collateral, subject only to Collateral for the Permitted Liensbenefit of Lenders, and each Loan Party Obligor will at all times defend Agent and each Lender and the Collateral against all claims of others, subject only to Permitted Liens. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property that is not subject to a Mortgage in favor of Agent in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a landlord’s waiver if required by the section labeled “Post Closing Deliverables and Covenants” on Exhibit B or by Agent after the Closing Date for any locations with Collateral in excess of $500,000 in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a warehouseman’s waiver if required by the section labeled “Post Closing Deliverables and Covenants” on Exhibit B or by Agent after the Closing Date for any locations with Collateral in excess of $500,000 in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises other than the locations listed in Sections 27-32 of the Information Certificates, in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative Borrowers shall notify give Agent no less than 30 days written notice thereof and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor Borrower has, and at all times will continue to have, good and marketable title to to,or rights in, all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor Borrower will at all times defend Agent Lender and the Collateral against all claims of othersothers (other than holders of Permitted Liens). None of the Collateral which is Equipment is, or with a fair market value in excess of $100,000 will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases fixture unless any landlord or subleases as to which Borrowers have delivered to Agent mortgagee delivers a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent Lien Waiver or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreementsinstrument, and subordinations as Agent (v) all tangible items of material Collateral, other than Inventory in transit, shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue be kept by Borrower at the business locations set forth in Sections 1(c) and 1(d) of the Disclosure Schedule and Borrower shall keep all material books and records relating to beAccounts at the business locations set forth on Sections 1(c) and 1(d) of the Disclosure Schedule; except, superior that, Borrower may (a) make sales or other dispositions of Collateral in accordance with Section 5.25 of this Agreement, (b) move Collateral or books and records to another location in the United States, upon thirty (30) days’ prior written notice to Lender; provided that Lender may in its Permitted Discretion request a Lien Waiver for such new location to the rights of any extent that either material Collateral is to be located at such third party and that Agent has access new location or material Collateral from an existing location subject to a Lien Waiver is to be relocated to such Collateral. Each applicable Loan Party Obligor new location and Borrower shall use commercially reasonable efforts to obtain such Lien Waiver and (c) maintain Collateral at other locations having an aggregate value not to exceed $100,000 at any single location, and (vi) Borrower will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located, except to the extent as could not be reasonably expected to result in a Material Adverse Effect.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the ABL Priority Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the ABL Priority Collateral against all claims of others. None Agent now has, and will at all times continue to have, a second-priority perfected and enforceable security interest in all of the Collateral which is Equipment isnot constituting ABL Priority Collateral, or subject only to the Permitted Liens, and each Loan Party Obligor will at any time, be affixed to any real property in all times defend Agent and such a manner, or with such intent, as to become a fixtureCollateral against all claims of others. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior Except as provided in Section 6.7(b), prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted LiensLiens which by operation of law take priority over Xxxxxx’s security interest, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of othersothers (other than Permitted Liens). None Except with respect to the lab testing equipment located at 9710 and 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX and 6370 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX, none of the Collateral which is Equipment is, or will at any time, be affixed to any real property that is not subject to a Mortgage in favor of Lender in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered shall use commercially reasonable efforts to Agent deliver to Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease; provided, however, that the foregoing shall not require Borrowers to obtain a landlord’s waiver with respect to: (a) the Xxxxxx Lease; (b) any real property lease or sublease in replacement of the Xxxxxx Xxxxx, so long as such location is not used by Borrowers to store Inventory and is not the location of any books and records other than de minimis books and records that are not material; and (c) executive office space rented by Borrower in the ordinary course of business, so long as such location is not used by Borrowers to store Inventory and is not the location of any books and records other than de minimis books and records that are not material. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to Agent deliver to Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises other than the locations listed in Sections 27-32 of the Information Certificate(s), in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative Borrowers shall notify Agent give Lender no less than 30 days written notice thereof and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentXxxxxx’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. 5.4 Accounts, Chattel Paper and Inventory.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority or second-priority, as applicable, pursuant to the term of the Intercreditor Agreement, perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the interests of lessors under Capitalized Leases, and, solely with respect to non-ABL Priority Collateral, the Liens securing the Senior Secured Notes and each Loan Party Obligor will at all times defend Agent Xxxxxx and the Collateral against all claims of others. None of the Collateral which is Equipment ABL Priority Collateral is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixturefixture unless such real property is subject to a Mortgage in favor of Lender. Except for leases or subleases where Collateral with value in excess of $500,000 to at any time is located as to which Borrowers have delivered shall use commercially reasonable efforts to Agent deliver to Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses where Collateral with value in excess of $500,000 to at any time is located as to which Borrowers have delivered shall use commercially reasonable efforts to Agent deliver to Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral with value in excess of $500,000 to at any time be located upon premises other than the locations listed in Sections 27-32 of the Information Certificate, in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative Borrowers shall notify Agent give Lender no less than 30 days written notice thereof and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have Borrower has delivered to Agent a landlord’s 's waiver in form and substance reasonably satisfactory to Agent (unless such requirement is waived by Agent in its sole discretion; providedAgent, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have Borrower has delivered to Agent a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent (unless such requirement is waived by Agent in its sole discretion; providedAgent, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent (unless such requirement is waived by Agent, in its sole discretion), such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Upon filing of appropriate financing statements and execution of account control agreements and other filings and documents required to perfect any security interest, Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted LiensLiens and the terms of the Intercreditor Agreement, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases warehouses as to which Borrowers have delivered to Agent a landlord’s warehouseman's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods with a value in excess of $500,000 at any warehouse or otherwise. Prior to causing or permitting any Collateral with a value in excess of $500,000 to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to to, or rights in, all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of othersothers (other than holders of Permitted Liens). None of the Collateral which is Equipment with a fair market value in excess of $100,000 is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixturefixture unless any landlord or mortgagee delivers a lien waiver or similar instrument in favor of Lender, and in form and substance reasonably acceptable to Lender. Except for leases or subleases as to which Borrowers have Borrower has delivered to Agent Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have Borrower has delivered to Agent Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent Lender and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentLender’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Upon filing of UCC-1s, Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the ABL Priority Collateral, subject only to the Permitted Liens, and a second-priority perfected and enforceable security interest in all of the Term Loan Priority Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None Except as otherwise disclosed in writing to Agent by Borrowers, none of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral valued in excess of $50,000 (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property that is not subject to a Mortgage in favor of Lender in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have Borrower has delivered to Agent Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have Borrower has delivered to Agent Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent Lender and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentLender’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable legal title to all of the CollateralCollateral necessary for the conduct of its business. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first priority perfected and enforceable security interest in all of the Collateral (for the avoidance of doubt, other than any Excluded Collateral), subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent Collateral Access Agreement (unless waived by Agent in its sole discretionAgent; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretionPermitted Discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent Collateral Access Agreement (unless waived by Agent in its sole discretionAgent; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretionPermitted Discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, consignee, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent a Collateral Access Agreement (unless waived by Agent; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateralits Permitted Discretion). Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times in all material respects with all the terms of, any lease of real property where any of the Collateral now or in the future may be locatedlocated subject to Permitted Protests. No Loan Party is a party to any management fee agreement.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as Upon Lender’s request after the Closing Date, Borrower shall use good faith efforts to which Borrowers have delivered to Agent obtain a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent Lender with respect to any real property lease or other similar Reserve satisfactory to Agent in its sole discretion), no sublease for which any Loan Party Obligor is or will be a lessee or sublessee under any real property lease or subleasesublessee. Except for warehouses as Upon Lender’s request after the Closing Date, Borrower shall use good faith efforts to which Borrowers have delivered to Agent obtain a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; providedLender, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory with respect to Agent in its sole discretion), no any warehouse at which any Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwiseGoods. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent Lender and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentLender’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted LiensLiens which by operation of law take priority over Xxxxxx’s security interest, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of othersothers (other than Permitted Liens). None Subject to Section 5.28, none of the Collateral which is Equipment is, or will at any time, be affixed to any real property that is not subject to a mortgage in favor of Xxxxxx in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered the Borrower shall use commercially reasonable efforts to Agent deliver to Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease; provided, however, that the foregoing shall not require the Borrower to obtain a landlord’s waiver with respect to executive office space rented by the Borrower in the ordinary course of business, so long as such location is not used by the Borrower to store Inventory and is not the location of any books and records other than de minimis books and records that are not material. Except for warehouses as to which Borrowers have delivered the Borrower shall use commercially reasonable efforts to Agent deliver to Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises other than the locations listed in Sections 27 through 32 of the Information Certificate(s), in which any third party (including any landlord, warehouseman, warehouseman or otherwise) has an interest, the Borrower Representative shall notify Agent give Lender no less than 30 days’ written notice thereof and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, agreements and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentXxxxxx’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to or a valid leasehold interest in all of the CollateralCollateral except for such defects in title as would not, individually or in the aggregate, materially interfere with the ability of such Loan Party to conduct its business as currently conducted or to utilize such assets for their intended purposes. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Agent, the Lenders and the Collateral against all claims of othersothers except to the extent resulting from the failure of Agent (or its agent, designee or bailee) to maintain possession of Collateral actually delivered to it and pledged under the Loan Documents or to file UCC financing statements or amendments thereto relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that a Loan Party provides Agent written notice thereof in accordance with the Loan Documents) and continuation statements or to obtain control of any such Collateral. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers the Loan Parties have delivered to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (, unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to established a Rent Reserve in respect of such Collaterallocation. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now to which such Loan Party is a party, in each case, except as would not, individually or in the future may be locatedaggregate, materially interfere with the ability of such Loan Party to conduct its business as currently conducted.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the ABL Priority Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the ABL Priority Collateral against all claims of others. None Agent now has, and will at all times continue to have, a second-priority perfected and enforceable security interest in all of the Collateral which is Equipment isnot constituting ABL Priority Collateral, or subject only to the Permitted Liens, and each Loan Party Obligor will at any time, be affixed to any real property in all times defend Agent and such a manner, or with such intent, as to become a fixtureCollateral against all claims of others. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior Except as provided in Section 6.7(b), prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor and Parent has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor and Parent will at all times defend Agent and the Collateral against all claims of othersothers (other than holders of Permitted Liens); provided, however, no additional actions shall be required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. None of the Collateral which is Equipment with an aggregate value in excess of $100,000 is, or will at any time, be affixed to any real property that is not subject to a mortgage in favor of the Agent in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; providedAgent, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no noneither Parent nor any Loan Party Obligor is or will be a lessee or sublessee under any real property lease or subleasesublease where Collateral with an aggregate value in excess of $100,000 is located. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; providedAgent, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no noneither Parent nor any Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods with an aggregate value in excess of $100,000 at any warehouse or otherwise. Prior to causing or permitting any Collateral with an aggregate value in excess of $100,000 to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor or Parent shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor and Parent will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located, except as could not reasonably be expected to result in a Material Adverse Effect.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable legal title to all of the CollateralCollateral necessary for the conduct of its business. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first priority perfected and enforceable security interest in all of the Collateral (for the avoidance of doubt, other than any Excluded Collateral), subject only to the Permitted Liens, and each Loan Party Obligor will at all times use its commercially reasonable efforts to defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for (i) leases or subleases for locations used by the Borrowers on the Closing Date as to which Borrowers have used commercially reasonable efforts to deliver to Agent a Collateral Access Agreement and (ii) leases or subleases for all other locations as to which Borrowers have delivered to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent Collateral Access Agreement (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretionAgent), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease; provided that the requirements set forth in this sentence and any establishment of rent reserves shall be subject to the post-closing time periods set forth on Schedule 7.35. Except for (i) warehouses used by the Borrowers on the Closing Date as to which Borrowers have used commercially reasonable efforts to deliver to Agent a Collateral Access Agreement (unless waived by -62- 314050368.12 Agent) and (ii) all other warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Collateral Access Agreement, no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting ; provided that the requirements set forth in this sentence and any Collateral to at any time establishment of rent reserves shall be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior subject to the rights of any such third party and that Agent has access to such Collateralpost-closing time periods set forth on Schedule 7.35. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times in all material respects with all the terms of, any lease of real property where any of the Collateral now or in the future may be locatedlocated subject to Permitted Protests, solely to the extent failure to do so would cause a Material Adverse Effect. Nothing in this Section 7.4 shall prohibit the Agent from establishing a rent or similar Reserve for any lease location (other than the Retail Locations) for which a Collateral Access Agreement has not been received.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite first-priority (subject only to Permitted Priority Liens and the Carve-Out) perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property that is not subject to a Mortgage in favor of Lender in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have Borrower has delivered to Agent Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have Borrower has delivered to Agent Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent Lender and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentLender’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Upon the consummation of the transactions contemplated hereby and the filing of an appropriate financing statement in each Loan Party’s jurisdiction of incorporation or formation, Agent now haswill have, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to for the Permitted Liensbenefit of Lenders, and each Loan Party Obligor will at all times defend Agent and each Lender and the Collateral against all claims of others, other than Permitted Liens which by operation of law take priority over Xxxxxx’s Lien. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property that is not subject to a Mortgage in favor of Agent in such a manner, or with such intent, as to become a fixture. Except for leases or subleases All locations leased by the Loan Parties as of the Closing Date are identified in Sections 27-32 of the Information Certificate. The Loan Parties shall use commercially reasonable efforts to which Borrowers have delivered deliver to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent for any leased or subleased locations that serve as the Loan Parties’ respective headquarters facilities (unless waived by Agent other than the headquarters of SkyWater Florida to the extent the books and records of such Borrower can be accessed from a location that is subject to a landlord waiver in its sole discretion; provided, that favor of Agent) or any location where Collateral in excess of $250,000 is located at any such waiver may be conditioned upon Agent establishing a rent location or other similar Reserve satisfactory to Agent $750,000 in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or subleasethe aggregate for all such locations. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises other than the locations listed in Sections 27-32 of the Information Certificate(s) (other than inventory or equipment in transit, out for repair, equipment customarily used to transport people or goods, and equipment in possession of employees or customers in the ordinary course of business), in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative Borrowers shall notify give Agent and no less than thirty (30) days written notice thereof and, the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to Agent deliver to Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods Collateral valued in excess of $1,000,000 (other than Collateral consisting of Inventory that is perishable, returned, consigned, obsolete, not sellable, damaged, or defective, or that is comprised of demonstrative or custom inventory, works in progress, or supplies) at any warehouse or otherwise. Prior to causing or permitting any Collateral valued in excess of $1,000,000 (other than Collateral consisting of Inventory that is perishable, returned, consigned, obsolete, not sellable, damaged, or defective, or that is comprised of demonstrative or custom inventory, works in progress, or supplies) to at any time be located upon premises other than the locations listed in Sections 27-32 of the Information Certificate(s), in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative Borrowers shall notify Agent give Lender no less than 30 days written notice thereof and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentLender’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Upon filing of UCC-1s, Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the ABL Priority Collateral, subject only to the Permitted Liens, and a second-priority perfected and enforceable security interest in all of the Term Loan Priority Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None Except as otherwise disclosed in writing to Agent by Borrowers, none of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral valued in excess of $50,000 (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.. ​ ​

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered used commercially reasonable efforts to deliver to Agent a landlord’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered used commercially reasonable efforts to deliver to Agent a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be locatedlocated if termination or noncompliance could reasonably be expected to have a Material Adverse Effect.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and and, if applicable, marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have Borrower has delivered to Agent Lender a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or subleasesublease where Collateral is located. Except for warehouses as to which Borrowers have Borrower has delivered to Agent Lender a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Lender, no Loan Party Obligor is or will at any time be a bxxxxx of any Goods with an aggregate value in excess of $25,000 at any warehouse or otherwise. Prior to causing or permitting any Collateral with an aggregate value in excess of $25,000 to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent Lender and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that AgentLender’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document (including any provision for, reference to, or acknowledgement of, any Lien or Permitted Lien), nothing herein and no approval by the Lender of any Lien or Permitted Lien (whether such approval is oral or in writing) shall be construed as or deemed to constitute a subordination by the Lender of any security interest or other right, interest or Lien in or to the Collateral or any part thereof in favor of any Lien or Permitted Lien or any holder of any Lien or Permitted Lien. Lender now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have (i) Borrower has delivered to Agent Lender a landlord’s 's waiver in form and substance reasonably satisfactory to Agent Lender, (unless waived by Agent ii) Collateral located in its sole discretion; providedleased or subleased premises for which the Lender has established a Reserve, that and (iii) Collateral valued at less than $100,000 in the aggregate at any time is located upon such waiver may be conditioned upon Agent establishing a rent leased or other similar Reserve satisfactory to Agent in its sole discretion)subleased premises, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have (i) Borrower has delivered to Agent Lender a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent Lender and (unless waived by Agent ii) Collateral valued at less than $100,000 in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)the aggregate at any time is located, no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent Lender and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to AgentLender, in form and substance reasonably acceptable to AgentLender, such waivers, collateral access agreements, and subordinations as Agent Lender shall specify, so as to, among other things, ensure that Agent’s Lender's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent Lender has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Upon filing of UCC-1s, Agent now has, and will at all times continue to have, a Requisite Priority first-priority perfected and enforceable security interest in all of the ABL Priority Collateral, subject only to the Permitted Liens, and a second-priority perfected and enforceable security interest in all of the Term Loan Priority Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None Except as otherwise disclosed in writing to Agent by Borrowers, none of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s 's waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx xxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral valued in excess of $50,000 (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s 's rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. 7.4. Accounts and Chattel Paper. As of each date reported by Borrowers, all Accounts which any Borrower has then reported to Agent as then being Eligible Accounts comply in all respects with the criteria for eligibility set forth in the definition of Eligible Accounts. All such Accounts, and all Chattel Paper owned by any Loan Party Obligor, are genuine and in all respects what they purport to be, arise out of a completed, bona fide and unconditional and non-contingent sale and delivery of goods or rendition of services by a Borrower in the Ordinary Course of Business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto, each Account Debtor thereunder had the capacity to contract at the time any contract or other document giving rise to such Accounts and Chattel Paper were executed, and the transactions giving rise to such Accounts and Chattel Paper comply with all applicable laws and governmental rules and regulations. 7.5.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bxxxxx of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a Requisite Priority first-priority (subject to Pre-Petition Prior Liens), perfected and enforceable security interest in all of the Collateral, subject only to Collateral for the Permitted Liensbenefit of Lenders, and each Loan Party Obligor will at all times defend Agent and each Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed subject only to any real property in such a manner, or with such intent, as to become a fixturePermitted Liens. Except for leases or subleases as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a landlord’s waiver if required by the section labeled “Post Closing Deliverables and Covenants” on Exhibit B or by Agent after the Closing Date for any locations with Collateral in excess of $500,000 in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except for warehouses as to which Borrowers have delivered shall use commercially reasonable efforts to deliver to Agent a warehouseman’s waiver if required by the section labeled “Post Closing Deliverables and Covenants” on Exhibit B or by Agent after the Closing Date for any locations with Collateral in excess of $500,000 in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent in its sole discretion)Agent, no Loan Party Obligor is or will at any time be a bxxxxx bailor of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises other than the locations listed on Schedule 5.8, in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative Borrowers shall notify give Agent no less than 30 days written notice thereof and the applicable Loan Party Obligor shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance reasonably acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect, and will comply in all material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. Notwithstanding the foregoing, (i) the Agent agrees that the waivers, collateral access agreements and subordinations in place prior to the Closing Date are acceptable to the Agent, and (ii) so long as the waivers, collateral access agreements and subordinations in place prior to the Closing Date have not been terminated and remain in full force and effect, the Loan Parties shall be deemed to be in compliance with this Section 5.3 and no further actions shall be required by the Loan Parties.