Common use of Location of Collateral Clause in Contracts

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

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

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

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

Location of Collateral. The Borrower Each Loan Party represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s such Loan Party's chief executive office, the location of its books and records, the locations of the Collateral, Collateral which is located within the United States (other than Rig Materials and Supplies which in the ordinary course of business are located at drilling locations) and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Loan Party covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower such Loan Party on Schedule 6.36.3 (other than Rig Materials and Supplies which in the ordinary course of business are located at drilling locations), (ii) otherwise change or add to any of such locations, locations or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Loan Party represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowersuch Loan Party, (b) on premises leased by the Borrower, such Loan Party provided that the Agent has, if requested by the AgentAgent in its sole discretion, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has, if requested by the AgentAgent in its sole discretion, received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentAgent or (d) on site at drilling locations in the ordinary course of business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of the CollateralCollateral (other than Collateral in transit), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, if known to Borrower, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.36.3 (other than Collateral in transit), (ii) otherwise change or add to any of such locations, provided that Borrower may eliminate its Berlin, Wisconsin and New Albany, Indiana locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless (with respect to (i), (ii) and (iii) above) it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the Agent.

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

Location of Collateral. The Borrower Each Loan Party represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s its chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower it and sets forth the names of the owners and lessors or sublessors of and, to the best of its knowledge, the holders of any mortgages on, such facilities and locations. The Borrower Each Loan Party covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower it on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower except as otherwise permitted in Section 6.2(b), each Loan Party represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowerit, (b) on premises leased by the Borrowerit, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the Agent.

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

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

Location of Collateral. The Borrower represents All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at one or more of the business locations of Borrowers set forth in Schedule 7.1.1 hereto and warrants shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrowers may (i) make sales or other dispositions of any Collateral to the extent authorized by Section 9.2.10 hereof, and (ii) move Inventory or Equipment or any record relating to any Collateral to a location in the United States other than those shown on Schedule 7.1.1 hereto so long as Borrowers have given Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list at least 30 Business Days prior written notice of the Borrower’s chief executive officesuch new location or, with respect to work in process Inventory, to the location of its books and recordsany third party processor. Notwithstanding anything to the contrary contained in this Agreement, the locations of the CollateralBorrowers shall not be permitted to keep, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors store or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) otherwise maintain any Collateral at any location other than those locations listed for (including any location described in Section 7.1.1), unless (i) a Borrower is the Borrower on Schedule 6.3owner of such location, (ii) otherwise change or add to any a Borrower leases such location and the landlord has executed in favor of such locationsAgent a Lien Waiver, or (iii) change the location Collateral consists of its chief executive office Inventory placed with a warehouseman, bailee or processor, Agent has received from the location identified in Schedule 6.3such warehouseman, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoingbailee or processor a Lien Waiver and, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agentextent determined necessary by Agent in its sole discretion, an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or (c) to maintain the uninterrupted perfection of, Agent's security interest in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agentsuch Inventory.

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

Location of Collateral. The Borrower Grantor represents and warrants to the Agent and the Lenders that: that (a) Schedule 6.3 2.4 is a correct and complete list of the Borrower’s location of the Grantor's chief executive office, the each location of its books and records, the locations of the Collateraleach location and address where any Collateral is held, and the locations address of all of its other places locations, if any, where the Grantor maintains a place of business; , and (b) Schedule 6.3 2.4 correctly identifies any of such facilities and locations that are not owned by the Borrower Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Grantor covenants and agrees that it will not (ix) maintain any Collateral at any location other than those locations listed for the Borrower Grantor on Schedule 6.32.4, (iiy) otherwise change or add to any of such locationsthe locations listed for the Grantor on Schedule 2.4, or (iiiz) change the location of its chief executive office from the location identified on Schedule 2.4 unless, in Schedule 6.3any such case described in clauses (x), unless (y), or (z) preceding, it gives the Agent at least thirty (30) days’ days prior written notice thereof and executes and authorizes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the BorrowerGrantor, (bB) on premises leased by the BorrowerGrantor, provided provided, that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises to the extent required by the Credit Agreement, in form and substance satisfactory to the Agent, or (cC) in the possession of a warehouse representative, agent, warehouseman, consignee, or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed acknowledged bailee letter from the applicable Person warehouseman, representative, agent, consignee, or bailee to the extent required by the Credit Agreement, in form and substance satisfactory to the Agent.

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

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

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Obligor covenants and agrees that it will not (i) maintain any Collateral (other than Inventory and Equipment in transit in the ordinary course of business) at any location other than those the current locations of Collateral listed for the Borrower such Obligor on Schedule 6.37.30, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified Schedule 7.30, unless, in Schedule 6.3each case, unless it promptly gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. The Obligors also agree to provide the Agent, together with each delivery of the certificate described in Section 6.2(e), with written notice of any change in the amount of rent payable with respect to any Real Estate leased by any Obligor, or any change in the landlord with respect to such leased Real Estate. Without limiting the foregoing, the Borrower each Obligor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (ax) on premises owned by the Borrower, such Obligor; (by) on premises leased by the Borrowersuch Obligor, provided that (1) the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c2) the Obligors shall have provided the Agent with the location of such leased premises, the monthly rental payment with respect thereto and such other information reasonably requested by the Agent in order to enable the Agent to establish a Reserve with respect to such leased premises; or (z) in a warehouse or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person in form and substance satisfactory to the Agent.

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

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders thatthat except as modified by notices from the Borrower pursuant to and in accordance with the immediately succeeding sentence: (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of where the Borrower maintains its Collateral (other than Secured Sale/Leaseback Collateral), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) and all Credit Agreement Term Loan Equipment Collateral and Xxxxx Term Loan Equipment Collateral is, and covenants that all of its Inventory and all Credit Agreement Term Loan Equipment Collateral and Xxxxx Term Loan Equipment Collateral will be, located maintained either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the AgentAgent (except that (i) with respect to premises leased by the Borrower on the Original Closing Date, such landlord waivers shall be received by the Agent no later than 90 days after the Original Closing Date and (ii) with respect to premises leased by Xxxxx immediately prior to the consummation of the Xxxxx/Cup Merger, such landlord waivers shall be received by the Agent no later than 90 days after the Closing Date), or (c) in the case of Inventory only, in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person public warehouseman in form and substance reasonably satisfactory to the AgentAgent (except that (i) with respect to public warehouses utilized by the Borrower on the Original Closing Date, such bailee letters shall be received by the Agent no later than 90 days after the Original Closing Date and (ii) with respect to public warehouses utilized by Xxxxx immediately prior to the consummation of the Xxxxx/Cup Merger, such bailee letters shall be received by the Agent no later than 90 days after the Closing Date). In addition to the representations, warranties, covenants and agreements set forth above, the Borrower represents, warrants, covenants and agrees that (i) on June 15, 2000 all Credit Agreement Term Loan Equipment Collateral was located at the premises owned by the Borrower in Conyers, Georgia, (ii) the Borrower shall, not later than 10 days after any Credit Agreement Term Loan Equipment Collateral is moved to another location, provide the Agent with written notice of its new location, (iii) the Borrower shall, not later than 30 days after the end of each Fiscal Year, provide the Agent with a list in detail satisfactory to the Agent of all then existing Credit Agreement Term Loan Equipment Collateral and the location of each item thereof and (iv) on June 15, 2000 all of the Equipment to be sold by the Borrower on June 15, 2000 pursuant to the Secured Sale/Leaseback Documents was located at the premises owned by the Borrower in Owings Mills, Maryland, Dallas, Texas, and Chicago, Illinois. The Borrower represents and warrants that, as of the Closing Date, it is a corporation incorporated under the laws of the State of Delaware and its legal name is the name set forth on the first page of this Agreement and the Borrower covenants that it will not change its state of incorporation, form of organization or its legal name, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes and/or delivers to the Agent such documents that the Agent reasonably requests in connection therewith.

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

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

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

Location of Collateral. The Borrower Each Grantor represents and warrants to the Agent and the Lenders that: that (a) Schedule 6.3 2.4 is a correct and complete list of the Borrower’s location of such Grantor's chief executive office, the each location of its such Grantor's books and records, the locations each location and address where any of the Collateralsuch Grantor's Collateral is held, and the locations address of all of its other places locations, if any, where such Grantor maintains a place of business; , and (b) Schedule 6.3 2.4 correctly identifies any of such facilities and locations that are not owned by the Borrower such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower Each Grantor covenants and agrees that it will not (ix) maintain any Collateral at any location other than those locations listed for the Borrower such Grantor on Schedule 6.32.4, (iiy) otherwise change or add to any of the locations listed for such locationsGrantor on Schedule 2.4, or (iiiz) change the location of its chief executive office from the location identified on Schedule 2.4, unless, in Schedule 6.3any such case described in clauses (x), unless it (y), or (z) preceding, such Grantor gives the Agent at least thirty (30) days’ days prior written notice thereof and executes and authorizes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrowersuch Grantor, (bB) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises to the extent required by the Credit Agreement, in form and substance satisfactory to the Agent, or (cC) in the possession of a warehouse representative, agent, warehouseman, consignee, or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed acknowledged bailee letter from the applicable Person warehouseman, representative, agent, consignee, or bailee to the extent required by the Credit Agreement, in form and substance satisfactory to the Agent.

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

Location of Collateral. The Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower’s 's chief executive office, the location of its books and records, the locations of the CollateralCollateral (other than Collateral in transit), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, if known to Borrower, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.36.3 (other than Collateral in transit), (ii) otherwise change or add to any of such locations, provided that Borrower may eliminate its Berlin, Wisconsin and Xxxxxxxx, Indiana locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless (with respect to (i), (ii) and (iii) above) it gives the Agent at least thirty (30) days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a warehouse or with a baileepublic warehouse, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable Person public warehouseman in form and substance satisfactory to the Agent.

Location of Collateral. The Each Borrower represents and warrants to the Agent and the Lenders Lender that: (a) Schedule 6.3 it shall designate and maintain (on behalf of and as agent for Lender) a secure area of its premises where such Borrower shall hold any and all Items in trust as Collateral and for the sole account of Lender until such time as such Items shall be deposited into either of the Accounts; (b) EXHIBIT D is a correct and complete list of the each Borrower’s 's chief executive office, the location of its books and records, the locations of the Collateral, Collateral and the locations of all of its other places of business; business and (bc) Schedule 6.3 EXHIBIT D correctly identifies any of such facilities and locations that are not owned by the such Borrower and sets forth the names of the owners and lessors or sublessors sub- lessors of, and, to the best of such Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Each Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3EXHIBIT D, (ii) and it will not otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent Lender at least thirty (30) 30 days’ ' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably Lender requests in connection therewith. Without limiting Each Borrower agrees that, upon request of the foregoingLender, the Borrower represents that all it shall designate one or more of its Inventory (other than Inventory in transit) isemployees, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory who is or are acceptable to the AgentLender, or (c) in a warehouse or with a bailee, provided who shall be responsible for placing Items promptly within the secure area described above and who for that purpose will be deemed to be acting as agents of the Agent has, if requested by the Agent, received an executed bailee letter from the applicable Person in form and substance satisfactory to the AgentLender.

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