Common use of Location of Collateral Clause in Contracts

Location of Collateral. Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 is a correct and complete list of the locations of all of books and records concerning the Collateral, the locations of the Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) the Collateral shall remain at all times in the possession of such Borrower (or, to the extent contemplated by the Loan Documents, in the possession or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at any location other than those listed in Schedule 4.4, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronically.

Location of Collateral. Each Borrower represents and warrants to the ---------------------- Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (a) Schedule 4.4 6.3 is a correct and complete list of ------------ the locations Borrower's chief executive office, the location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)Collateral, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such facilities and ------------ locations that are not owned by the Borrower (orand sets forth the names of the owners, consignees, processors, warehousemen, and lessors or sublessors of and, to the extent contemplated by best of the Loan DocumentsBorrower's knowledge, in the possession or control holders of Agentany mortgages on, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed in for the Borrower on Schedule 4.46.3, and will not (ii) otherwise change or add to those any of such ------------ locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Agent at least twenty ------------ (20) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent requests in connection therewith. Without limiting the foregoing, 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 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 such circumstance andform and substance satisfactory to the Agent, not less frequently than each calendar quarteror (c) in a public warehouse, such Borrower delivers provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify the Agent two (2) days after any location becomes a Key --- Location and will submit to Agent an update updated Exhibit "I". ABT will have thirty ----------- (30) days from the date a location becomes a Key Location to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to obtain the appropriate documentation described in Subsections (b) and (c) above. Thereafter all Inventory located at such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence Key Location will be ineligible unless and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, until such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallydocumentation has been obtained.

Location of Collateral. Each 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 a Borrower represents set forth in SCHEDULE 7.1.1 hereto and warrants thatshall not be moved therefrom, without the prior written approval of Lender, except for Collateral which has been delivered to Agent under that in the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on absence of an electronic system: (a) Schedule 4.4 is a correct Event of Default and complete list acceleration of the locations of all of books and records concerning the Collateral, the locations maturity of the Obligations in consequence thereof, a Borrower (i) may make sales or other dispositions of Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired authorized by SECTION 9.2.10 hereof and (ii) move Inventory or Equipment or any record relating to any Collateral is in transit to a location in the ordinary course of business to any such locations; and (b) the Collateral shall remain United States other than those shown on SCHEDULE 7.1.1 hereto so long as Borrowers have given Lender at all times in the possession least 30 Business Days prior written notice of such Borrower (or, new location and prior to moving any Inventory or Equipment to such location where there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Lender's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the extent contemplated by the Loan Documentscontrary contained in this Agreement, in the possession no Borrower shall be permitted to keep, store or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not otherwise maintain the any Collateral at any location other than those listed (including any location described in Schedule 4.4, and will not otherwise change or add to those locations, SCHEDULE 7. 1.1) unless (i) such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in is the owner of such circumstance location, (ii) such Borrower leases such location and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied except with respect to Borrowers' locations at Fruegauf Bldg. No. 6, Middletown, Pennsylvania (subleased to an unrelated Perxxx) xxx Xxx Xxxx, Xxxxxx Xxxx xx xxx forth in SCHEDULE 7.1.1, the landlord has exxxxted in favor of Lender a Landlord Waiver, or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or a processor, Lender has received from such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent maywarehouseman, from time to time, reasonably require in connection bailee or processor an acceptable Lien waiver agreement and 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 to maintain the uninterrupted perfection of the Agent’s Lender's security interest in any Collateral stored electronicallysuch Inventory.

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

Location of Collateral. Each Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 SCHEDULE 6.3 is a correct and complete list of such Borrower's chief executive office, jurisdiction of organization, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts Inventory in transit, rolling stock, and amounts on deposit thereinCollateral in the Agent's possession), and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower (or, to and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees thatthat it will not (x) maintain any Collateral (other than Inventory in transit, except for rolling stock, and Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral 's possession) at any location other than those locations listed in Schedule 4.4for such Borrower on SCHEDULE 6.3, and will not (y) otherwise change or add to those any of such locations, or (z) change the location of its chief executive office and jurisdiction of organization from the location identified in SCHEDULE 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days LOAN AND SECURITY AGREEMENT - PAGE 64 prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required 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 such circumstance andconnection therewith, not less frequently than each calendar quarter, such the Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement shall prepare and deliver to the contrary, upon Agent a revised SCHEDULE 6.3 which shall automatically be adopted as SCHEDULE 6.3 for all purposes. Without limiting the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts of its Inventory (other than Inventory in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bytransit) is, and acceptable tocovenants that all of its Inventory will be, Agent located either (unless the Electronic Contract Conditions are satisfied with respect to A) on premises owned by such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent mayBorrower, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyor (B) on premises leased by such Borrower and included on SCHEDULE 6.3.

Location of Collateral. Each Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 SCHEDULE 6.3 is a correct and complete list of such Borrower's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts Inventory in transit, rolling stock, and amounts on deposit thereinCollateral in the Agent's possession), and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower (or, to and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees thatthat it will not (x) maintain any Collateral (other than Inventory in transit, except for rolling stock, and Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral 's possession) at any location other than those locations listed in Schedule 4.4for such Borrower on SCHEDULE 6.3, and will not (y) otherwise change or add to those any of such locations, or (z) change the location of its chief executive office from the location identified in SCHEDULE 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required 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 such circumstance andconnection therewith, not less frequently than each calendar quarter, such the Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement shall prepare and deliver to the contrary, upon Agent a revised SCHEDULE 6.3 which shall automatically be adopted as SCHEDULE 6.3 for all purposes. Without limiting the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts of its Inventory (other than Inventory in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bytransit) is, and acceptable tocovenants that all of its Inventory will be, Agent located either (unless the Electronic Contract Conditions are satisfied with respect to A) on premises owned by such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent mayBorrower, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyor (B) on premises leased by such Borrower and included on SCHEDULE 6.3.

Location of Collateral. Each The Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (ai) Schedule 4.4 6.3 is a correct and complete list of the locations Borrower's and each Guarantor's chief executive office, the location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)the Guarantor Collateral with respect to the Borrower and such Guarantor, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (bii) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such facilities and locations where Collateral and the Guarantor Collateral is located that are not owned by the Borrower (oror the relevant Guarantor and sets forth the names of the owners and lessors or sublessors of and, to the extent contemplated by best of the Loan DocumentsBorrower's knowledge, in the possession or control holders of Agentany mortgages on, or in-transit or maintained on an electronic system)such facilities and locations. Each The Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not and will not permit any Guarantor to (x) maintain any Collateral with respect to the Collateral Borrower at any location other than those locations listed in Schedule 4.4for the Borrower, and will not with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (y) otherwise change or add to those any of such locations, or (z) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its and LDM Canada's Inventory is, and covenants that all of its Inventory will be, located either (A) on premises owned by the Borrower or LDM Canada, as the case may be, (B) on premises leased by the Borrower or LDM Canada, as the case may be, provided that the Agent has received an executed landlord waiver from the landlord of such premises in such circumstance form and substance satisfactory to the Agent, or (C) in a public warehouse; provided that the Agent has received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. As to each location, the Agent for the benefit of Lenders shall have filed state (and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contraryextent required, upon local) UCC-1 financing statements; as to all leased and bailment location, the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver use and shall cause each LDM Canada to use all reasonable efforts to obtain landlord and bailee waivers; as to all bailment locations for which bailee waiver letters have not been obtained, the Agent all Contracts and related Security Documents then existing and thereafter arising. With respect shall have delivered to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection bailee a notice of lien under Article 9 of the Agent’s security interest in any Collateral stored electronicallyUCC; and for all leased locations as to which waiver letters have not been obtained within thirty (30) days after the Closing Date, the Inventory at those leased locations shall cease to be Eligible Inventory.

Location of Collateral. Each Borrower The Grantor represents and warrants that, except for Collateral which has been delivered to the Agent under and the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: Lenders that (a) Schedule 4.4 2.4 is a correct and complete list of the locations location of all the Grantor's chief executive office, each location of its books and records concerning the Collateralrecords, the locations of the each location and address where any Collateral (other than bank accounts and amounts on deposit therein)is held, and the locations address of all such Borrower’s places other locations, if any, where the Grantor maintains a place of business as of the Closing Datebusiness, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) the Collateral shall remain at all times in the possession Schedule 2.4 correctly identifies any of such Borrower (or, to the extent contemplated facilities and locations that are not owned by the Loan Documents, in Grantor and sets forth the possession names of the owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower The Grantor covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (x) maintain the any Collateral at any location other than those locations listed in for the Grantor on Schedule 4.42.4, and will not (y) otherwise change or add to those locationsany of the locations listed for the Grantor on Schedule 2.4, unless or (z) change the location of its chief executive office from the location identified on Schedule 2.4 unless, in any such Borrower promptly case described in clauses (x), (y), or (z) preceding, it gives the Agent at least thirty (30) days prior written notice thereof and executes and delivers to Agent authorizes any and all financing statements and other documents customarily that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the 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 Grantor, (B) on premises leased by the Grantor, provided, that the Agent has received an executed landlord waiver from the landlord of such premises to the extent required by Agent the Credit Agreement, in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement form and substance satisfactory to the contraryAgent, upon or (C) in the occurrence possession of a representative, agent, warehouseman, consignee, or bailee, provided that the Agent has received an acknowledged bailee letter from the applicable warehouseman, representative, agent, consignee, or bailee to the extent required by the Credit Agreement, in form and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver substance satisfactory to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronically.

Location of Collateral. Each Borrower represents and warrants to the Lender that: after giving effect to the Acquisition and the addition of Oz and TSE as Borrowers hereunder, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 6.3 is a correct and complete list of the locations Borrowers' chief executive offices, the location of all of their books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)Collateral, and the locations of all such Borrower’s other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsBorrowers; and (b) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such Borrower (or, to the extent contemplated facilities and locations that are not owned by the Loan Documents, in applicable Borrower and sets forth the possession names of the owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (a) maintain the any Collateral at any location other than those locations listed in for such Borrower on Schedule 4.46.3, and will not (b) otherwise change or add to those any of such locations, or (c) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Lender at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required by Agent that the Lender reasonably requests in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretionconnection therewith. Notwithstanding any provision of this Agreement to Without limiting the contrary, upon the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts of its Inventory (other than Inventory in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bytransit) is, and acceptable tocovenants that all of its Inventory will be, Agent located either (unless a) on premises owned by such Borrower, (b) on premises leased by such Borrower, provided that the Electronic Contract Conditions are satisfied Lender has, if requested by the Lender, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Lender within thirty (30) days after the Closing Date, or (c) in a warehouse or with respect a bailee, provided that the Lender has, if requested by the Lender, received an executed bailee letter from the applicable Person in form and substance satisfactory to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyLender.

Location of Collateral. Each Borrower represents All tangible items of Collateral, other than Inventory in transit and warrants thatmotor vehicles, shall at all times be kept by Credit Parties at one or more of the business locations of Credit Parties set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except for Collateral which has been delivered to Agent under that in the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on absence of an electronic system: (a) Schedule 4.4 is a correct Event of Default and complete list acceleration of the locations of all of books and records concerning the Collateral, the locations maturity of the Obligations in consequence thereof, Credit Parties may (i) make sales or other dispositions of any Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired authorized by Section 9.2.10 hereof, and (ii) move Inventory or Equipment or any record relating to any Collateral is in transit to a location in the ordinary course United States other than those shown on Schedule 7.1.1 hereto so long as Credit Parties have given Agent at least 30 Business Days prior written notice of business such new location and prior to moving any Inventory or Equipment to such locations; location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory or Equipment and (biii) the Collateral shall remain at all times move Inventory and Equipment which is not included in the possession Borrowing Base, having an aggregate value of such Borrower (orless than $40,000,000, to the extent contemplated by the Loan Documents, a location in the possession or control of AgentUnited States other than those shown on Schedule 7.1.1 hereto, or in-transit or maintained on an electronic systemand without notifying Agent (“Permitted Offsite Collateral”). Each Borrower covenants and agrees thatNotwithstanding anything to the contrary contained in this Agreement, except for Collateral in the possession of AgentCredit Parties shall not be permitted to keep, store or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not otherwise maintain the any Collateral at any location other than those listed (including any location described in Schedule 4.4, and will not otherwise change or add to those locationsSection 7.1.1), unless (i) a Credit Party is the owner of such Borrower promptly executes location, (ii) a Credit Party leases such location and delivers to the landlord has executed in favor of Agent any and all financing statements and other documents customarily required by Agent in such circumstance anda Landlord Waiver, not less frequently than each calendar quarter(iii) the Collateral consists of Inventory placed with a warehouseman, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable tobailee or processor, Agent (unless the Electronic Contract Conditions are satisfied with respect to has received from such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent maywarehouseman, from time to time, reasonably require in connection bailee or processor an acceptable Lien waiver agreement and 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 to maintain the uninterrupted perfection of the of, Agent’s security interest in any Collateral stored electronicallysuch Inventory, or (iv) such constitutes Permitted Offsite Collateral.

Location of Collateral. Each Borrower Obligated Party represents and warrants to each of the Agents and the Lenders that, except for Collateral which has been delivered to Agent under as of the terms hereof or over which Agent has ControlClosing Date, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 is 10.3 contains a correct and complete list of (a) the locations location of all such Obligated Party’s chief executive office, (b) each location of its books and records concerning the Collateralrecords, the locations of the (c) each location and address where any Collateral is held (other than bank accounts and amounts on deposit therein), and the locations any location or address of all such Borrower’s places of business any Inventory that as of the Closing Date, except to the extent that newly acquired Collateral Date is in transit the possession of a customer of a Borrower that is leasing such Inventory from such Borrower in the ordinary course of business to any such locations; Borrower’s business) and (bd) with respect to each location referenced in clause (c) preceding where any Collateral is held by a representative, agent, warehouseman, or bailee, the Collateral shall remain at all times in the possession name and address of such Borrower (orrepresentative, to the extent contemplated by the Loan Documentsagent, in the possession or control of Agentwarehouseman, or in-transit or maintained on an electronic system)bailee and the cost of such Inventory and Transportation Equipment and the net book value of Inventory and Fixed Assets at such location. Each Borrower Obligated Party covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not maintain any Collateral (other than (i) Transportation Equipment or (ii) Inventory which is in the Collateral possession of, or in transit to or from, a customer of a Borrower that is leasing such Inventory from such Borrower and Inventory in transit from one location on Schedule 10.3 (or such other location identified to the Agents in accordance with this Section 10.3) to another such location in the ordinary course of such Borrower’s business) at any location other than those locations listed for such Obligated Party in Schedule 4.410.3, and will not otherwise change or add to those locationsany of the locations listed for such Obligated Party in Schedule 10.3, unless or change the location of its chief executive office from the location identified in Schedule 10.3 unless, in any such Borrower promptly executes case, it gives each of the Agents at least 30 days prior written notice thereof and delivers to Agent authorizes the filing of any and all financing statements and executes any other documents customarily required by Agent that either of the Agents reasonably request in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4connection therewith; provided, however, that Agent may requireif a Borrower enters into a lease for a new retail branch, from time such Borrower shall notify the Agents in writing thereof on or prior to time, more frequent updates to entering into such Schedule 4.4 in its Permitted Discretion. Notwithstanding lease and such Borrower shall not maintain any provision of this Agreement Collateral at such leased location until it has delivered to the contraryAgents an executed Collateral Waiver Agreement from the landlord of such premises or, upon in lieu of such Collateral Waiver Agreement, if either Agent so requests, a Reserve shall be established in the occurrence manner contemplated in clause (j) of the definition of “Eligible Inventory” and/or clause (h) of the definition of “Eligible Transportation Equipment”. Without limiting the foregoing, each Obligated Party represents that all of its Inventory (other than Inventory in transit and during Inventory which is in the continuance possession of a customer of a Borrower that is leasing such Inventory from such Borrower in the ordinary course of such Borrower’s business) will be, located either (x) on premises owned by such Obligated Party, (y) on premises leased by such Obligated Party, provided that the Agents have received an executed Collateral Waiver Agreement from the landlord of such premises to the extent required by Section 10.2(c) (but subject to the proviso of the immediately preceding sentence), or (z) in the possession of a representative, agent, warehouseman, consignee, or bailee, provided that the Agents have received an executed Collateral Waiver Agreement from the applicable warehouseman, representative, agent, consignee, or bailee to the extent required by Section 10.2(c). Each Obligated Party represents and warrants to each of the Agents and the Lenders that all Transportation Equipment is based out of a location listed in Schedule 10.3 or, so long as it gives each of the Agents at least 30 days prior written notice thereof, another retail branch of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts Obligated Party located in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyUnited States.

Location of Collateral. Each The Borrower represents and warrants that, to the Agent and the Lenders that except for Collateral which has been delivered as modified by notices from the Borrower pursuant to Agent under and in accordance with the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic systemimmediately succeeding sentence: (a) Schedule 4.4 6.3 is a correct and complete list of the locations Borrower's chief executive office, the location of all of its books and records concerning the Collateralrecords, the locations of where the Borrower maintains its Collateral (other than bank accounts and amounts on deposit thereinSecured Sale/Leaseback Collateral), and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower (orand sets forth the names of the owners and lessors or sublessors of and, to the extent contemplated by best of the Loan DocumentsBorrower's knowledge, in the possession or control holders of Agentany mortgages on, or in-transit or maintained on an electronic system)such facilities and locations. Each The Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed in for the Borrower on Schedule 4.46.3, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required 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, maintained either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the Agent (except that (i) with respect to premises leased by the Borrower on the Original Closing Date, such circumstance andlandlord 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 public warehouse, provided that the Agent has received an executed bailee letter from the applicable public warehouseman in form and substance reasonably satisfactory to the Agent (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 less frequently 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 calendar quarterFiscal Year, such 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 delivers on June 15, 2000 pursuant to Agent an update to Schedule 4.4; providedthe Secured Sale/Leaseback Documents was located at the premises owned by the Borrower in Owings Mills, howeverMaryland, that Agent may requireDallas, from time to timeTexas, more frequent updates to such Schedule 4.4 in 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 Permitted Discretion. Notwithstanding any provision 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 contrary, upon Agent such documents that the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require requests in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallytherewith.

Location of Collateral. Each Borrower Grantor represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (aA) Schedule 4.4 I is a correct and complete list of each Grantor's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein), the Equipment and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (bB) Schedule I, as updated from time to time in accordance with the Collateral shall remain at all times updating provisions relating to schedules as described in Section 6.3 of the possession Loan Agreement, correctly identifies any of such Borrower (or, to facilities and locations that are not owned by each Grantor and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower Grantor covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (a) maintain the any material portion of its Collateral or Equipment at any location other than those locations listed for such Grantor on Schedule I, as updated from time to time in accordance with the updating provisions relating to schedules as described in Section 6.3 of the Loan Agreement, or other locations provided Agent shall have a perfected security interest in the Collateral or Equipment located therein, or (b) change the location of its chief executive office from the location identified in Schedule 4.4I, and will not otherwise change or add as updated from time to those locationstime in accordance with the updating provisions relating to schedules as described in Section 6.3 of the Loan Agreement, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent reasonably requests in connection therewith. Without limiting the foregoing, subject to Section 4(b), each Grantor represents that all material portions 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 such Grantor, (b) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the Agent, or (c) in a warehouse or with a bailee, provided that the Agent has received an executed bailee letter from the applicable Person in form and substance reasonably satisfactory to the Agent. Each Grantor further covenants and agrees that it will not move any material portion of its Collateral or Equipment to any location other than those locations listed for such circumstance andGrantor on Schedule I, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, as updated from time to timetime in accordance with the updating provisions relating to schedules as described in Section 6.3 of the Loan Agreement unless such Grantor shall first: (a) provide reasonable notice to Agent, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision include a detailed description of this Agreement the location and Collateral or Equipment to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bymoved, and acceptable to, (b) execute such financing statements and other documents for such other actions as Agent (unless the Electronic Contract Conditions are satisfied with respect reasonably requests to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s perfect its security interest in any Collateral stored electronicallytherein.

Location of Collateral. Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit All Collateral, other than Inventory in transit, motor vehicles, marine vessels and diving equipment, will at all times be kept by Borrower at one or is maintained on an electronic system: (a) Schedule 4.4 is a correct and complete list more of the business locations set forth in EXHIBIT D attached hereto and shall not, without the prior written approval of all Lender, be moved therefrom except, prior to an Event of books and records concerning the CollateralDefault, the locations for (A) sales of the Collateral (other than bank accounts and amounts on deposit therein), Inventory and the locations providing of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit services in the ordinary course of business business; (B) the storage of Inventory at locations within the continental United States other than those shown on EXHIBIT D attached hereto if (i) Borrower gives Lender written notice of the new storage location at least sixty (60) days prior to storing Inventory at such location, (ii) except for Statutory Liens contested by Borrower as required by SECTION 8.2(H), Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither Borrower's nor Lender's right of entry upon the premises where such Inventory is stored, or its right to remove the Inventory therefrom, is in any way restricted, (iv) the owner of such locationspremises agrees with Lender not to assert any landlord's, bailee's or other Lien in respect of the Inventory for unpaid rent or storage charges, and (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to Lender; (C) temporary transfers (for period not to exceed three months in any event) of Equipment from a location set forth on EXHIBIT D attached hereto to another location if done for the limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business; and (bD) the Collateral shall remain at all times in the possession of such Borrower (or, to the extent contemplated by the Loan Documents, in the possession or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at any location other than those listed in Schedule 4.4, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require removals in connection with the perfection dispositions of the Agent’s security interest in any Collateral stored electronicallyEquipment that are authorized by SECTION 6.4.

Location of Collateral. Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit All tangible items of Collateral, or is maintained on an electronic system: (a) Schedule 4.4 is a correct and complete list of the locations of all of books and records concerning the Collateral, the locations of the Collateral (other than bank accounts and amounts on deposit therein)Inventory in transit, and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) the Collateral shall remain at all times be kept by Borrower at one or more of the business locations of Borrower set forth in SCHEDULE 7.1.1 hereto and shall not be moved therefrom, without the possession of such Borrower (or, to the extent contemplated by the Loan Documents, in the possession or control prior written approval of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral that in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at any location other than those listed in Schedule 4.4, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance absence of an Event of DefaultDefault and acceleration of the maturity of the Obligations in consequence thereof, each Borrower shall upon Agent’s request immediately deliver may (a) make sales or other dispositions of any Collateral to the extent authorized by SECTION 9.2.10 hereof, (b) have Inventory and Equipment at a location not listed on SCHEDULE 7.1.1, not to exceed $500,000 in the aggregate, provided, that Borrower promptly advises Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, of such Collateral shall be stored on an electronic system, which system must be at all times accessible bylocation, and acceptable to(c) except as permitted by subsection (b) above, 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 Borrower has given Agent (unless at least 15 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the Electronic Contract Conditions are satisfied perfection of Agent's first priority Liens with respect to such Contracts that are Electronic ContractsInventory or Equipment. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (except as permitted by subsection (b) above) at any location (including any location described in SECTION 7.1.1). Borrowers shall comply , unless (i) Borrower is the owner of such location, (ii) Borrower leases such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iii) the Collateral consists of Inventory placed with any further requirements that a warehouseman, bailee or processor, Agent mayhas received from such warehouseman, from time to time, reasonably require in connection bailee or processor an acceptable Lien waiver agreement and 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 to maintain the uninterrupted perfection of the of, Agent’s 's security interest in any Collateral stored electronicallysuch Inventory.

Location of Collateral. Each Borrower Grantor represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (aA) Schedule 4.4 I is a correct and complete list of each Grantor's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein), the Equipment and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (bB) Schedule I, as updated from time to time in accordance with the Collateral shall remain at all times updating provisions relating to schedules as described in Section 6.3 of the possession Credit Agreement, correctly identifies any of such Borrower (or, to facilities and locations that are not owned by each Grantor and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower Grantor covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (a) maintain the any material portion of its Collateral or Equipment at any location other than those locations listed for such Grantor on Schedule I, as updated from time to time in accordance with the updating provisions relating to schedules as described in Section 6.3 of the Credit Agreement, or other locations provided Agent shall have a perfected security interest in the Collateral or Equipment located therein, or (b) change the location of its chief executive office from the location identified in Schedule 4.4I, and will not otherwise change or add as updated from time to those locationstime in accordance with the updating provisions relating to schedules as described in Section 6.3 of the Credit Agreement, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all material portions 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 such Grantor, (b) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the Co-Agents, or (c) in a warehouse or with a bailee, provided that the Agent has received an executed bailee letter from the applicable Person in form and substance reasonably satisfactory to the Co-Agents. Each Grantor further covenants and agrees that it will not move any material portion of its Collateral or Equipment to any location other than those locations listed for such circumstance andGrantor on Schedule I, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, as updated from time to timetime in accordance with the updating provisions relating to schedules as described in Section 6.3 of the Credit Agreement, more frequent updates unless such Grantor shall first: (a) provide reasonable notice to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision Agent, to include a detailed description of this Agreement the location and Collateral or Equipment to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bymoved, and acceptable to, (b) execute such financing statements and other documents for such other actions as Agent (unless the Electronic Contract Conditions are satisfied with respect reasonably requests to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s perfect its security interest in any Collateral stored electronicallytherein.

Location of Collateral. Each Except as permitted below, Borrower represents shall keep the Collateral only at 0000 Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at such locations in the State of California as may be identified for the location of collateral in that certain Warranties and warrants thatRepresentations of Officers of Borrower executed and delivered in connection with this Agreement, except and at such other locations within the state of California with respect to which Borrower has provided Bank in writing the name and mailing address of the landlord and (if requested by Bank) for Collateral which Borrower has been obtained and delivered to Agent under Bank a landlord's waiver or similar documentation from the terms hereof or over which Agent has Controllandlord at each such location in a form and content acceptable to Bank (the "Permitted Locations"). If requested by Bank, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 is a correct Borrower shall provide Bank with the name and complete list mailing address of the locations of all of books and records concerning the Collateral, the locations landlord for each location described above or where any of the Collateral may (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) the Collateral shall remain at all times in the possession of such Borrower (or, to the extent contemplated by the Loan Documents, in the possession or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at any location other than those listed in Schedule 4.4, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time) be kept and/or the mortgagee, more frequent updates to beneficiary, or lender of any mortgage, deed of trust or other lien encumbering each such Schedule 4.4 in its Permitted Discretionlocation. Notwithstanding any provision of this Agreement to the contraryforegoing, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver have the right to Agent move, relocate, loan, sell or dispose of any items or pieces of Collateral (and not just those items and pieces of Collateral financed by Bank with loans and advances under Article 3) to locations other than Permitted Locations provided (1) such movement, relocation, sale and/or disposition is in the usual and ordinary course of Borrower's business and (2) the aggregate book value of all Contracts Collateral (and related Security Documents then existing not just those items and thereafter arising. With respect to Contracts in electronic form, such pieces of Collateral shall be stored on an electronic system, which system must be financed by Bank with loans and advances under Article 3) located at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts locations that are Electronic Contracts). Borrowers shall comply with not Permitted Locations does not exceed (at any further requirements that Agent may, from time to one time, reasonably require in connection with the perfection ) ten percent (10%) of the Agent’s security interest in any aggregate book value of all of Borrower's Collateral stored electronically.(and not just those items and pieces of Collateral financed by Bank with loans and advances under Article

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

Location of Collateral. Each 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 thatshall not be moved therefrom, without the prior written approval of Agent, except for Collateral which has been delivered to Agent under that in the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on absence of an electronic system: (a) Schedule 4.4 is a correct Event of Default and complete list acceleration of the locations of all of books and records concerning the Collateral, the locations maturity of the Obligations in consequence thereof, Borrowers may (i) make sales or other dispositions of any Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment or any record relating to any Collateral is in transit to a location in the ordinary course of business to any such locations; and (b) the Collateral shall remain United States other than those shown on Schedule 7.1.1 hereto so long as Borrowers have given Agent at all times in the possession least 30 Business Days prior written notice of such Borrower (or, new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the extent contemplated by the Loan Documentscontrary contained in this Agreement, in the possession Borrowers shall not be permitted to keep, store or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not otherwise maintain the any Collateral at any location other than those listed (including any location described in Schedule 4.4, and will not otherwise change or add to those locationsSection 7.1.1), unless (i) a Borrower is the owner of such location, (ii) a Borrower promptly executes leases such location and delivers to either (a) such location is a Warehouse Location and the landlord has executed in favor of Agent any and all financing statements and other documents customarily required by Agent in a Landlord Waiver or (b) such circumstance andlocation is not a Warehouse Location, not less frequently than each calendar quarteror (iii) the Collateral consists of Inventory placed with a warehouseman, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable tobailee or processor, Agent (unless the Electronic Contract Conditions are satisfied with respect to has received from such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent maywarehouseman, from time to time, reasonably require in connection bailee or processor an acceptable Lien waiver agreement and 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 to maintain the uninterrupted perfection of the of, Agent’s security interest in any Collateral stored electronicallysuch Inventory.

Location of Collateral. Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 is a correct and complete list of the locations of all of books and records concerning the Collateral, the locations of the Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) the Collateral shall remain at all times in the possession of such Borrower (or, to the extent contemplated by the Loan Documents, in the possession or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at any location other than those listed in Schedule 4.4, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic formElectronic Contracts, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronically.

Location of Collateral. Each The Borrower represents and warrants to the Co-Agents and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (a) Schedule 4.4 6.3 is a correct and complete list of the locations Borrower's chief executive office, the location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)Collateral, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such Borrower (or, to the extent contemplated facilities and locations that are not owned by the Loan Documents, in Borrower and sets forth the possession names of the owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each The Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed in for the Borrower on Schedule 4.46.3, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Co-Agents at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Administrative Agent 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, or (c) in a third-party warehouse or with a bailee. Borrower further represents that (i) with respect all Inventory located on premises leased by Borrower, if Administrative Agent has requested a landlord waiver for such location, either the Administrative Agent shall have received an executed landlord waiver from the landlord of such premises in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement form and substance satisfactory to the contraryCo-Agents, upon the occurrence and during the continuance of an Event of Default, each or Borrower shall upon Agent’s request immediately deliver have used commercially reasonable efforts to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, obtain such Collateral shall be stored on an electronic system, which system must be at all times accessible bywaiver, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied ii) with respect to all Inventory located in a third-party warehouse or with a bailee, if the Administrative Agent has requested a bailee letter for such Contracts that are Electronic Contracts). Borrowers Inventory, the Administrative Agent shall comply with any further requirements that Agent may, have received an executed bailee letter from time the applicable Person in form and substance satisfactory to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyCo-Agents.

Location of Collateral. Each The Borrower represents and warrants that, to the Agent and the Lenders that except for Collateral which has been delivered as modified by notices from the Borrower pursuant to Agent under and in accordance with the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic systemimmediately succeeding sentence: (a) Schedule 4.4 6.3 is a correct and complete list of the locations Borrower's chief executive office, the location of all of its books and records concerning the Collateralrecords, the locations of where the Borrower maintains its Collateral (other than bank accounts and amounts on deposit thereinSecured Note Collateral), and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower (orand sets forth the names of the owners and lessors or sublessors of and, to the extent contemplated by best of the Loan DocumentsBorrower's knowledge, in the possession or control holders of Agentany mortgages on, or in-transit or maintained on an electronic system)such facilities and locations. Each The Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed in for the Borrower on Schedule 4.46.3, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required 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, maintained either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has received an executed landlord waiver from the landlord of such premises in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement form and substance reasonably satisfactory to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied except that with respect to premises leased by the Borrower on the date hereof, such Contracts landlord waivers shall be received by the Agent no later than 90 days after the Closing Date), or (c) in a public warehouse, provided that are Electronic Contractsthe Agent has received an executed bailee letter from the applicable public warehouseman in form and substance reasonably satisfactory to the Agent (except that with respect to public warehouses utilized by the Borrower on the date hereof, such bailee letters shall be received by the Agent no later than 90 days after the Closing Date). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronically.

Location of Collateral. (a) Each Borrower Grantor represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (ai) Schedule 4.4 SCHEDULE 4 attached hereto is a correct and complete list of the locations location of all such Grantor's chief executive office, the location of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts (A) in-transit Inventory, (B) any location at which Inventory excluded from the Eligible Collateral (as defined in the ABL Credit Agreement) in the most recent borrowing base certificate delivered to the ABL Agent under the ABL Credit Agreement is located and amounts on deposit therein), and the (C) locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit Inventory in the ordinary course form of business to any such locationsraw materials, PROVIDED, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000); and (bii) the Collateral shall remain at all times in the possession SCHEDULE 4 correctly identifies (A) any of such Borrower facilities and locations that are not owned by such Grantor and (orB) any of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, to the extent contemplated by lessors or the Loan Documents, in the possession or control operators of Agent, or such facilities and locations. Each Grantor covenants and agrees that it will not (x) maintain any Collateral (other than (I) in-transit or maintained on an electronic system). Each Borrower covenants and agrees thatInventory, except for (II) Inventory that was excluded from the Eligible Collateral in the possession most recent borrowing base certificate delivered to the ABL Agent under the ABL Credit Agreement and (III) Inventory in the form of Agentraw materials, or over which Agent has ControlPROVIDED, is in-transit, or is maintained on an electronic system, it will that the aggregate amount of all Eligible Inventory in the form of raw materials does not maintain the Collateral exceed $10,000,000) at any location other than those locations listed in Schedule 4.4for such Grantor on SCHEDULE 4, and will not (y) otherwise change or add to those any of such locations, or (z) change the location of its chief executive office from the location identified in SCHEDULE 4, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory located at contractors' premises or xxxxx, in-transit Inventory and xxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors' premises or xxxxx, in-transit Inventory and xxxx and hold Inventory) will be, located either (1) on premises owned by such Grantor, (2) on premises leased by such Grantor, PROVIDED that the Agent has received an executed landlord waiver from the landlord of such premises in such circumstance andform and substance satisfactory to the Agent, not less frequently than each calendar quarteror (3) in a warehouse or with a bailee, such Borrower delivers PROVIDED that the Agent has received an executed bailee letter from the applicable Person in form and substance satisfactory to Agent an update to Schedule 4.4the Agent; providedPROVIDED, howeverHOWEVER, that in each case the Agent may require, in its sole discretion waive such requirement in writing to such extent and under such conditions as the Agent may from time to time, more frequent updates to such Schedule 4.4 time in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallysole discretion determine.

Location of Collateral. Each Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (a) Schedule 4.4 5.3 is a correct and complete list of such Borrower's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)with respect to such Borrower, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 5.3 correctly identifies any of such facilities and locations that are not owned by such Borrower (orand sets forth the names of the owners and lessors or sublessors of, and, to the extent contemplated by best of such Borrower's knowledge, the Loan Documentsholders of any mortgages on, in the possession or control of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral with respect to such Borrower at any location other than those locations listed in for such Borrower on Schedule 4.45.3, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 5.3, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required by that the Agent requests in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretionconnection therewith. Notwithstanding any provision of this Agreement to Without limiting the contrary, upon the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible byof its Inventory is, and acceptable tocovenants that all of its Inventory will be, located either (a) on premises owned by such Borrower, (b) on premises leased by such Borrower, provided that the Agent (unless has received an executed landlord waiver from the Electronic Contract Conditions are satisfied with respect landlord of such premises in form and substance satisfactory to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest , or (c) in any Collateral stored electronicallya public warehouse, provided that the Agent has received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent.

Location of Collateral. Each Borrower Grantor represents and warrants that, except for Collateral which has been delivered to the Agent under and the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: Lenders that (a) Schedule 4.4 2.4 is a correct and complete list of the locations location of all such Grantor's chief executive office, each location of such Grantor's books and records concerning the Collateralrecords, the locations each location and address where any of the such Grantor's Collateral (other than bank accounts and amounts on deposit therein)is held, and the locations address of all other locations, if any, where such Borrower’s places Grantor maintains a place of business as of the Closing Datebusiness, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) the Collateral shall remain at all times in the possession Schedule 2.4 correctly identifies any of such Borrower (or, to facilities and locations that are not owned by such Grantor and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower Grantor covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (x) maintain the any Collateral at any location other than those locations listed in for such Grantor on Schedule 4.42.4, and will not (y) otherwise change or add to those locationsany of the locations listed for such Grantor on Schedule 2.4, unless or (z) change the location of its chief executive office from the location identified on Schedule 2.4, unless, in any such Borrower promptly case described in clauses (x), (y), or (z) preceding, such Grantor gives the Agent at least thirty (30) days prior written notice thereof and executes and delivers to Agent authorizes any and all financing statements and other documents customarily that the Agent reasonably requests in connection therewith. Without limiting the foregoing, 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 such Grantor, (B) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of such premises to the extent required by Agent the Credit Agreement, in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement form and substance satisfactory to the contraryAgent, upon or (C) in the occurrence possession of a representative, agent, warehouseman, consignee, or bailee, provided that the Agent has received an acknowledged bailee letter from the applicable warehouseman, representative, agent, consignee, or bailee to the extent required by the Credit Agreement, in form and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver substance satisfactory to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronically.

Location of Collateral. Each Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (a) Schedule 4.4 6.3 is a correct and complete list of such Borrower's state of incorporation, chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit thereinInventory in transit to such a location), and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower (or, to and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed in for such Borrower on Schedule 4.46.3, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, or reincorporate in any other jurisdiction, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required by that the Agent reasonably requests in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4connection therewith; provided, however, that Agent no Inventory that is subject to Honeywell's obligation to repurchase under the Honeywell Buy Back Agreement may requirebe moved from the Parent's Phoenix, Arizona location or from time the Parent's Tijuana, Mexico location to timeany third location without (y) the advance written confirmation from Honeywell that, notwithstanding such relocation, Honeywell will remain obligated to repurchase such Inventory under the Honeywell Buy Back Agreement and (z) such Inventory being moved to a location in which the Agent's first priority Lien thereon has been perfected. Not more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision than $6,000,000 of this Agreement Inventory subject to the contraryHoneywell Buy Back Agreement will be located at the Parent's Tijuana, upon Mexico location at any one time. Without limiting the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts of its Inventory (other than Inventory in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bytransit) is, and acceptable tocovenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by such Borrower, provided that the Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent mayhas, from time to time, reasonably require in connection with the perfection of if requested by the Agent’s security interest , received an executed landlord waiver from the landlord of such premises in any Collateral stored electronicallyform 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. Each Borrower Grantor represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (ai) Schedule 4.4 4 attached hereto is a correct and complete list of the locations location of all such Grantor’s chief executive office, the location of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts (A) in-transit Inventory, (B) any location at which Inventory excluded from the Eligible Inventory in the most recent Borrowing Base Certificate delivered to the Agent is located and amounts on deposit therein), and the (C) locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit Inventory in the ordinary course form of business to any such locationsraw materials, provided, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000); and (bii) the Collateral shall remain at all times in the possession Schedule 4 correctly identifies (A) any of such Borrower facilities and locations that are not owned by such Grantor and (orB) any of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, to the extent contemplated by lessors or the Loan Documents, in the possession or control operators of Agent, or such facilities and locations. Each Grantor covenants and agrees that it will not (i) maintain any Collateral (other than (A) in-transit or maintained on an electronic system). Each Borrower covenants and agrees thatInventory, except for Collateral (B) Inventory that was excluded from the Eligible Inventory in the possession most recent Borrowing Base Certificate delivered to the Agent and (C) Inventory in the form of Agentraw materials, or over which Agent has Controlprovided, is in-transit, or is maintained on an electronic system, it will that the aggregate amount of all Eligible Inventory in the form of raw materials does not maintain the Collateral exceed $10,000,000) at any location other than those locations listed in for such Grantor on Schedule 4.44, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 4, unless such Borrower promptly it gives the Agent at least thirty (30) days’ prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory located at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) will be, located either (i) on premises owned by such Grantor, (ii) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of such premises in such circumstance andform and substance satisfactory to the Agent, not less frequently than each calendar quarteror (iii) in a warehouse or with a bailee, such Borrower delivers provided that the Agent has received an executed bailee letter from the applicable Person in form and substance satisfactory to Agent an update to Schedule 4.4the Agent; provided, however, that in each case the Agent may require, in its sole discretion waive such requirement in writing to such extent and under such conditions as the Agent may from time to time, more frequent updates to such Schedule 4.4 time in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallysole discretion determine.

Location of Collateral. Each Borrower represents All tangible items of Collateral, other than Inventory in transit and warrants thatmotor vehicles, shall at all times be kept by Credit Parties at one or more of the business locations of Credit Parties set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except for Collateral which has been delivered to Agent under that in the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on absence of an electronic system: (a) Schedule 4.4 is a correct Event of Default and complete list acceleration of the locations of all of books and records concerning the Collateral, the locations maturity of the Obligations in consequence thereof, Credit Parties may (i) make sales or other dispositions of any Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired authorized by Section 9.2.9 hereof, (ii) move Inventory or Equipment or any record relating to any Collateral is in transit to a location in the ordinary course United States other than those shown on Schedule 7.1.1 hereto so long as Credit Parties have given Agent at least 30 Business Days prior written notice of business such new location and prior to moving any Inventory or Equipment to such locations; location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment and (biii) the Collateral shall remain at all times move Inventory and Equipment which is not included in the possession Borrowing Base, having an aggregate value of such Borrower (orless than $40,000,000, to the extent contemplated by the Loan Documents, a location in the possession or control of AgentUnited States other than those shown on Schedule 7.1.1 hereto, or in-transit or maintained on an electronic systemand without notifying Agent ("Permitted Offsite Collateral"). Each Borrower covenants and agrees thatNotwithstanding anything to the contrary contained in this Agreement, except for Collateral in the possession of AgentCredit Parties shall not be permitted to keep, store or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not otherwise maintain the any Collateral at any location other than those listed (including any location described in Schedule 4.4, and will not otherwise change or add to those locationsSection 7.1.1), unless (i) a Credit Party is the owner of such Borrower promptly executes location, (ii) a Credit Party leases such location and delivers to the landlord has executed in favor of Agent any and all financing statements and other documents customarily required by Agent in such circumstance anda Landlord Waiver, not less frequently than each calendar quarter(iii) the Collateral consists of Inventory placed with a warehouseman, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable tobailee or processor, Agent (unless the Electronic Contract Conditions are satisfied with respect to has received from such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent maywarehouseman, from time to time, reasonably require in connection bailee or processor an acceptable Lien waiver agreement and 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 to maintain the uninterrupted perfection of the of, Agent’s 's security interest in any Collateral stored electronicallysuch Inventory, or (iv) such constitutes Permitted Offsite Collateral.

Location of Collateral. Each Borrower Loan Party represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 SCHEDULE 6.3 is a correct and complete list of such Loan Party's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)Collateral, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession SCHEDULE 6.3 correctly identifies any of such Borrower (orfacilities and locations that are not owned by such Loan Party and sets forth the names of the owners and lessors or sublessors of and, to the extent contemplated by best of such Loan Party's knowledge, the Loan Documentsholders of any mortgages on, in the possession or control of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower Loan Party covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (x) maintain the any Collateral at any location other than those locations listed in Schedule 4.4for such Loan Party on SCHEDULE 6.3, and will not (y) otherwise change or add to those any of such locations, or (z) change the location of its chief executive office from the location identified in SCHEDULE 6.3, unless such Borrower promptly it gives the Agent at least ten (10) days prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent requests to maintain perfection in such Collateral. In the event any Loan Party 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 such circumstance andconnection therewith, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement the Loan Parties shall prepare and deliver to the contraryAgent a revised SCHEDULE 6.3 which shall, upon the occurrence and during Agent's written consent, be adopted as SCHEDULE 6.3 for all purposes following the continuance date of an Event of Defaultsuch written consent. Without limiting the foregoing, each Borrower shall upon Agent’s request immediately deliver to Agent Loan Party represents that all Contracts of its Inventory (other than Inventory in transit and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be Inventory located at all times accessible bya customer's location) is, and acceptable tocovenants that all of its Inventory will be, located either (A) on premises owned by such Loan Party, (B) on premises leased by such Loan Party, PROVIDED that the Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent mayhas, from time to time, reasonably require in connection with the perfection of if requested by the Agent’s security interest , received an executed landlord waiver from the landlord of such premises in any Collateral stored electronicallyform 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. (a) Each Borrower Grantor represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (ai) Schedule 4.4 SCHEDULE 4 attached hereto is a correct and complete list of the locations location of all such Grantor's chief executive office, the location of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts (A) in-transit Inventory, (B) any location at which Inventory excluded from the Eligible Collateral in the most recent Borrowing Base Certificate delivered to the Agent is located and amounts on deposit therein), and the (C) locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit Inventory in the ordinary course form of business to any such locationsraw materials, PROVIDED, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000); and (bii) the Collateral shall remain at all times in the possession SCHEDULE 4 correctly identifies (A) any of such Borrower facilities and locations that are not owned by such Grantor and (orB) any of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, to the extent contemplated by lessors or the Loan Documents, in the possession or control operators of Agent, or such facilities and locations. Each Grantor covenants and agrees that it will not (i) maintain any Collateral (other than (A) in-transit or maintained on an electronic system). Each Borrower covenants and agrees thatInventory, except for (B) Inventory that was excluded from the Eligible Collateral in the possession most recent Borrowing Base Certificate delivered to the Agent and (C) Inventory in the form of Agentraw materials, or over which Agent has ControlPROVIDED, is in-transit, or is maintained on an electronic system, it will that the aggregate amount of all Eligible Inventory in the form of raw materials does not maintain the Collateral exceed $10,000,000) at any location other than those locations listed in Schedule 4.4for such Grantor on SCHEDULE 4, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in SCHEDULE 4, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory located at contractors' premises or xxxxx, in-transit Inventory and xxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors' premises or xxxxx, in-transit Inventory and xxxx and hold Inventory) will be, located either (i) on premises owned by such Grantor, (ii) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of such premises in such circumstance andform and substance satisfactory to the Agent, not less frequently than each calendar quarteror (iii) in a warehouse or with a bailee, such Borrower delivers provided that the Agent has received an executed bailee letter from the applicable Person in form and substance satisfactory to Agent an update to Schedule 4.4the Agent; providedPROVIDED, howeverHOWEVER, that in each case the Agent may require, in its sole discretion waive such requirement in writing to such extent and under such conditions as the Agent may from time to time, more frequent updates to such Schedule 4.4 time in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallysole discretion determine.

Location of Collateral. (a) Each Borrower Grantor represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (ai) Schedule 4.4 4 attached hereto is a correct and complete list of the locations location of all such Grantor’s chief executive office, the location of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts (A) in-transit Inventory, (B) any location at which Inventory excluded from the Eligible Collateral in the most recent Borrowing Base Certificate delivered to the Agent is located and amounts on deposit therein), and the (C) locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit Inventory in the ordinary course form of business to any such locationsraw materials, provided, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000); and (bii) the Collateral shall remain at all times in the possession Schedule 4 correctly identifies (A) any of such Borrower facilities and locations that are not owned by such Grantor and (orB) any of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, to the extent contemplated by lessors or the Loan Documents, in the possession or control operators of Agent, or such facilities and locations. Each Grantor covenants and agrees that it will not (i) maintain any Collateral (other than (A) in-transit or maintained on an electronic system). Each Borrower covenants and agrees thatInventory, except for (B) Inventory that was excluded from the Eligible Collateral in the possession most recent Borrowing Base Certificate delivered to the Agent and (C) Inventory in the form of Agentraw materials, or over which Agent has Controlprovided, is in-transit, or is maintained on an electronic system, it will that the aggregate amount of all Eligible Inventory in the form of raw materials does not maintain the Collateral exceed $10,000,000) at any location other than those locations listed in for such Grantor on Schedule 4.44, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 4, unless such Borrower promptly it gives the Agent at least thirty (30) days’ prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory located at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) will be, located either (i) on premises owned by such Grantor, (ii) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of such premises in such circumstance andform and substance satisfactory to the Agent, not less frequently than each calendar quarteror (iii) in a warehouse or with a bailee, such Borrower delivers provided that the Agent has received an executed bailee letter from the applicable Person in form and substance satisfactory to Agent an update to Schedule 4.4the Agent; provided, however, that in each case the Agent may require, in its sole discretion waive such requirement in writing to such extent and under such conditions as the Agent may from time to time, more frequent updates to such Schedule 4.4 time in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallysole discretion determine.

Location of Collateral. Each All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower represents at one or more of the business locations of Borrower set forth in Schedule 7.1.1 hereto and warrants thatshall not be moved therefrom, without the prior written approval of Agent, except for that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower 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 (other than Inventory and Equipment which has been delivered in the aggregate, as to Agent under the terms hereof all Inventory or over which Agent has ControlEquipment, is in-transit Collateralless than $500,000) 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 Borrower has given Agent at least 15 Business Days prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or is maintained on an electronic system: (a) Schedule 4.4 is a correct and complete list of the locations of all of books and records concerning the Collateral, the locations of the otherwise maintain any Collateral (other than bank accounts and amounts on deposit thereinCollateral, which in the aggregate as to all Collateral, is less than $500,000) at any location (including any location described in Section 7.1.1), unless (i) Borrower is the owner of such location, (ii) Borrower leases such location and the locations landlord has executed in favor of all such Borrower’s places of business as of the Closing DateAgent a Landlord Waiver (or Agent has imposed a Rent Reserve), except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and or (biii) the Collateral shall remain at all times consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the possession of jurisdiction where such Borrower (orwarehouseman, bailee or processor is located in order to the extent contemplated by the Loan Documents, in the possession or control of Agentperfect, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not to maintain the Collateral at any location other than those listed in Schedule 4.4uninterrupted perfection of, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s 's security interest in any Collateral stored electronicallysuch Inventory.

Location of Collateral. Each Borrower represents The Borrowers, jointly and warrants severally, represent and warrant to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (a) Schedule 4.4 SCHEDULE 6.3 is a correct and complete list of each Borrower's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)owned by it, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by either Borrower (or, to and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed in Schedule 4.4for that Borrower on SCHEDULE 6.3, and will not (ii) otherwise change or add to those new locations, or (iii) change the location of its chief executive office from the location identified in SCHEDULE 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required by that the Agent requests in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretionconnection therewith. Notwithstanding any provision of this Agreement to Without limiting the contrary, upon the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible byof its Inventory is, and acceptable tocovenants that all of its Inventory will be, located either (a) on premises owned by that Borrower, (b) on premises leased by that Borrower, or (c) in a public warehouse, each as disclosed in writing to Agent. As to each location, Agent for the benefit of Lenders shall have filed state (unless and, to the Electronic Contract Conditions are satisfied with respect extent required, local) UCC-1 financing statements; as to such Contracts that are Electronic Contracts). all leased and bailment locations, Borrowers shall comply with any further requirements that use all reasonable efforts to obtain landlord and bailee waivers; as to all bailment locations for which bailee waiver letters have not been obtained, Agent may, from time shall have delivered to time, reasonably require in connection with the perfection bailee a notice of lien under Article 9 of the Agent’s security interest in any Collateral stored electronicallyUCC; and for all leased locations as to which waiver letters have not been obtained within thirty (30) days after the Closing Date, the Inventory at those leased locations shall cease to be Eligible Inventory.

Location of Collateral. Each All tangible items of Collateral, other than Inventory in transit, intelligent remote printing devices used for laboratory results, P.O.S. Devices leased to customers, and equipment used in home offices of employees, shall at all times be kept by Borrowers at one or more of the business locations of a Borrower represents set forth in SCHEDULE 8.1.1 hereto and warrants thatshall not be moved therefrom, without the prior written approval of Lender, which approval shall not be unreasonably withheld, except for Collateral which has been delivered to Agent under (unless Lender otherwise notifies Borrower at the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on time that an electronic system: (a) Schedule 4.4 is a correct and complete list Event of the locations of all of books and records concerning the Collateral, the locations of the Collateral (other than bank accounts and amounts on deposit thereinDefault exists), a Borrower may (i) make sales of Inventory in the Ordinary Course of Business and the locations (ii) dispose of all such Borrower’s places of business as of the Closing Date, except Equipment to the extent that newly acquired authorized by SECTION 8.4.2 hereof and (iii) move Inventory, Equipment or any record relating to any Collateral is in transit to a location in the ordinary course of business United States other than those shown on SCHEDULE 8. 1.1 hereto so long as (A) with respect to any Inventory, record relating to any Collateral other than Equipment, or, subject to subsection (B) below, Equipment or record relating to such locations; Equipment, such Borrowers have given Lender at least 30 days prior written notice of such new location, or (B) with respect to any Equipment of less than $100,000 in value during any six month period or record relating to such Equipment, Borrowers give to the Lender written notice of such new 1.1) unless (i) such Borrower is the owner of such location, (ii) such Borrower leases such location and the landlord has executed in favor of Lender a Lien Waiver, or (biii) the Collateral shall remain at all times consists of Inventory placed with a warehouseman or processor, Lender has received from such warehouseman, bailee or processor an acceptable Lien Waiver and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in the possession of jurisdiction where such Borrower (orwarehouseman, bailee or processor is located in order to the extent contemplated by the Loan Documents, in the possession or control of Agentperfect, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not to maintain the Collateral at any location other than those listed in Schedule 4.4uninterrupted perfection of, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s Lender's security interest in any Collateral stored electronicallysuch Inventory.

Location of Collateral. Each Borrower represents The Grantors represent and warrants warrant to the Collateral Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 I (as updated from time to time by delivery by the Grantors to the Collateral Agent of a written supplemental schedule with respect thereto, such written supplemental schedule to be provided at least thirty (30) days prior to any change in such schedule) is a correct and complete list of each Grantor’s chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)Collateral, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) Schedule I (as updated from time to time by delivery by the Grantors to the Collateral shall remain Agent of a written supplemental schedule with respect thereto, such written supplemental schedule to be provided at all times least thirty (30) days prior to any change in the possession such schedule) correctly identifies any of such Borrower (or, to the extent contemplated facilities and locations that are not owned by the Loan Documents, in Grantors and sets forth the possession names of the owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants The Grantors covenant and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it agree that they will not (i) maintain the any Collateral at any location other than those locations listed in for the Grantors on Schedule 4.4I, and will not (ii) otherwise change or add to those any of such locations, or (iii) change the location of their chief executive office from the location identified in Schedule I, or the jurisdiction of any Grantor’s jurisdiction of incorporation or organization from the jurisdiction identified in Schedule II, unless such Borrower promptly executes they give the Collateral Agent at least thirty (30) days’ prior written notice thereof and delivers to Agent execute any and all financing statements and other documents customarily required by that the Collateral Agent reasonably requests in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretionconnection therewith. Notwithstanding any provision of this Agreement to Without limiting the contrary, upon the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent Grantor represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts of its Inventory (other than Inventory in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bytransit) is, and acceptable tocovenants that all of its Inventory will be, Agent located either (unless the Electronic Contract Conditions are satisfied x) on premises owned by such Grantor, (y) on premises leased by such Grantor, or (z) in a warehouse or with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallya bailee or consignee.

Location of Collateral. Each 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 a Borrower represents set forth in Schedule 7.1.1 hereto and warrants thatshall not be moved therefrom, without the prior written approval of Lender, except for Collateral which has been delivered to Agent under that in the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on absence of an electronic system: (a) Schedule 4.4 is a correct Event of Default and complete list acceleration of the locations of all of books and records concerning the Collateral, the locations maturity of the Obligations in consequence thereof, a Borrower (i) may make sales or other dispositions of Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment or any record relating to any Collateral is in transit to a location in the ordinary course of business to any such locations; and (b) the Collateral shall remain United States other than those shown on Schedule 7.1.1 hereto so long as Borrowers have given Lender at all times in the possession least 30 Business Days prior written notice of such Borrower (or, new location and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Lender’s first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the extent contemplated by the Loan Documentscontrary contained in this Agreement, in the possession no Borrower shall be permitted to keep, store or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not otherwise maintain the any Collateral at any location other than those listed (including any location described in Schedule 4.4, and will not otherwise change or add to those locations, 7.1.1) unless (i) such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in is the owner of such circumstance andlocation, not less frequently than each calendar quarter, (ii) such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to leases such Schedule 4.4 location and the landlord has executed in its Permitted Discretion. Notwithstanding any provision favor of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied Lender a Landlord Waiver or Lender has established a Rent Reserve with respect to such Contracts location, or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee or a processor and Lender has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement or Lender has established a Rent Reserve with respect to such location, provided that are Electronic Contracts). Borrowers the foregoing restriction shall comply with any further requirements that Agent may, from time not apply to time, reasonably require in connection with the perfection of the Agent’s security interest in non-Inventory Collateral maintained by a Borrower at a sales office or to any Collateral stored electronicallymaintained by a Borrower outside the United States.

Location of Collateral. Each Borrower Grantor represents and warrants to Purchaser that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 I is a correct and complete list of such Grantor’s chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)Collateral, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule I correctly identifies any of such Borrower (or, to facilities and locations that are not owned by such Grantor and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower Grantor covenants and agrees that, except for that if it (i) transfers any Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at to any location other than those locations listed on Schedule I, (ii) otherwise changes or adds to any of such locations, or (iii) changes the location of its chief executive office from the location identified in Schedule 4.4I, such Grantor shall give Purchaser written notice thereof no later than five (5) Business Days prior to such event and will not otherwise change or add to those locations, unless such Borrower shall promptly executes and delivers to Agent execute any and all financing statements and other documents customarily required that Purchaser reasonably requests in connection therewith. Without limiting the foregoing, 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 Agent a Grantor, (B) on premises leased by a Grantor, provided that Purchaser has received an executed landlord waiver from the landlord of such premises in such circumstance andform and substance satisfactory to Purchaser, not less frequently or (C) in a warehouse or with a bailee, provided that each Grantor will deliver an executed bailee letter from the applicable bailee in form and substance satisfactory to Purchaser if Purchaser so requests in writing. Except as set forth on Schedule I, during the past five years: (1) there has been no change in the location of any Grantor’s chief executive office; and (2) no Grantor has done business under any name other than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision the name set forth on the signature page of this Agreement to which name is the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts exact name specified in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyits organizational documents.

Location of Collateral. Each Borrower represents All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Obligors at one or more of the business locations of Obligors set forth in SCHEDULE 8.1.1 hereto and warrants thatshall not be moved therefrom, except for that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Obligors may (i) make sales or other dispositions of any Collateral which has been delivered to Agent under the terms extent authorized by SECTION 10.2.10 hereof and (ii) move Inventory or over which Agent has Control, is in-transit Collateral, Equipment or is maintained any record relating to any Collateral to a location in the United States or Canada other than those shown on an electronic system: SCHEDULE 8.1.1 hereto so long as (a) Schedule 4.4 is a correct and complete list Obligors have given Agent written notice of each such new location by the last day of the locations of all of books and records concerning the CollateralFiscal Quarter in which any Inventory or Equipment were moved to such location, the locations of the Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) prior to moving any Inventory or Equipment to such location there have been filed any UCC or PPSA financing statements and any other appropriate documentation necessary to perfect or continue the Collateral shall remain at all times in perfection of Agent's first priority Liens with respect to such Inventory or Equipment, and (c) the possession aggregate fair market value or book value, whichever is more, of such Borrower (or, the Inventory and Equipment moved to Canada from the United States after the date of this Agreement does not exceed $1,000,000. Notwithstanding anything to the extent contemplated by the Loan Documentscontrary contained in this Agreement, in the possession no Obligor shall be permitted to keep, store or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not otherwise maintain the any Collateral at any location other than those listed (including any location described in Schedule 4.4, and will not otherwise change or add to those locationsSECTION 8.1.1), unless (i) an Obligor is the owner of such Borrower promptly executes location, (ii) an Obligor leases such location and delivers to the landlord has executed in favor of Agent any and all financing statements and other documents customarily required by Agent in such circumstance anda Lien Waiver, not less frequently than each calendar quarteror (iii) the Collateral consists of Inventory placed with a warehouseman, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable tobailee or processor, Agent (unless the Electronic Contract Conditions are satisfied with respect to has received from such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent maywarehouseman, from time to time, reasonably require in connection bailee or processor an acceptable Lien Waiver and an appropriate UCC or PPSA 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 to maintain the uninterrupted perfection of the of, Agent’s 's security interest in any Collateral stored electronicallysuch Inventory.

Location of Collateral. Each The Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (ai) Schedule 4.4 6.3 is a correct and complete list of the locations Borrower's and each Guarantor's chief executive office, the location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)the Guarantor Collateral with respect to the Borrower and such Guarantor, and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (bii) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such facilities and locations where Collateral and the Guarantor Collateral is located that are not owned by the Borrower (oror the relevant Guarantor and sets forth the names of the owners and lessors or sublessors of and, to the extent contemplated by best of the Loan DocumentsBorrower's knowledge, in the possession or control holders of Agentany mortgages on, or in-transit or maintained on an electronic system)such facilities and locations. Each The Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not and will not permit any Guarantor to (x) maintain any Collateral with respect to the Collateral Borrower at any location other than those locations listed in Schedule 4.4for the Borrower, and will not with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (y) otherwise change or add to those any of such locations, or (z) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required that the Agent requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its and LDM Canada's Inventory is, and covenants that all of its Inventory will be, located either (A) on premises owned by the Borrower or LDM Canada, as the case may be, (B) on premises leased by the Borrower or LDM Canada, as the case may be, provided that the Agent has received an executed landlord waiver from the landlord of such premises in such circumstance form and substance satisfactory to the Agent, or (C) in a public warehouse; provided that the Agent has received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. As to each location, the Agent for the benefit of Lenders shall have filed state (and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contraryextent required, upon local) UCC-1 financing statements; as to all leased and bailment location, the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver use and shall cause each LDM Canada to use all reasonable efforts to obtain landlord and bailee waivers; as to all bailment locations for which bailee waiver letters have not been obtained, the Agent all Contracts and related Security Documents then existing and thereafter arising. With respect shall have delivered to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection bailee a notice of lien under Article 9 of the Agent’s security interest in any Collateral stored electronicallyUCC.

Location of Collateral. Each Borrower NaPro represents and warrants to Abbott that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 4.4 1 is a correct and complete list of NaPro's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 1 correctly identifies any of such Borrower (orfacilities and locations that are not owned by NaPro and sets forth the names of the owners and lessors or sublessors of and, to the extent contemplated by the Loan Documentsholders of any mortgages on, in the possession or control of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower NaPro covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not not: (i) maintain the any Collateral at any location other than those locations listed in for NaPro on Schedule 4.4, and will not 1; (ii) otherwise change or add to those any of such locations; or (iii) change the location of its chief executive office from the location identified in Schedule 1, unless such Borrower promptly it gives Abbott at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require Abbott requests in connection with the perfection of the Agent’s therewith 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, NaPro 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 NaPro; (b) on premises leased by NaPro, provided that NaPro has used commercially reasonable efforts to obtain an executed landlord waiver from the landlord of such premises in form and substance satisfactory to Abbott; or (c) with any Collateral stored electronicallywarehouseman, bailee or any of NaPro's agents or processors, provided that Abbott has received such documents relating thereto in form and substance satisfactory to Abbott as Abbott shall request.

Location of Collateral. Each Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (a) Schedule 4.4 6.3 is a correct and complete list of such Borrower's chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts Inventory in transit, rolling stock, and amounts on deposit thereinCollateral in the Agent's possession), and the locations of all such Borrower’s of its other places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locationsbusiness; and (b) the Collateral shall remain at all times in the possession Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower (or, to and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees thatthat it will not (x) maintain any Collateral (other than Inventory in transit, except for rolling stock, and Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral 's possession) at any location other than those locations listed in for such Borrower on Schedule 4.46.3, and will not (y) otherwise change or add to those any of such locations, or (z) change the location of its chief executive office from the location identified in Schedule 6.3, unless such Borrower promptly it gives the Agent at least thirty (30) days prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required 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 such circumstance andconnection therewith, not less frequently than each calendar quarter, such the Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement shall prepare and deliver to the contrary, upon Agent a revised Schedule 6.3 which shall automatically be adopted as Schedule 6.3 for all purposes. Without limiting the occurrence and during the continuance of an Event of Defaultforegoing, each Borrower shall upon Agent’s request immediately deliver to Agent represents that all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts of its Inventory (other than Inventory in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible bytransit) is, and acceptable tocovenants that all of its Inventory will be, Agent located either (unless the Electronic Contract Conditions are satisfied with respect to A) on premises owned by such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent mayBorrower, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyor (B) on premises leased by such Borrower and included on Schedule 6.3.

Location of Collateral. Each Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: : (a1) Schedule 4.4 is 1.7 sets forth a correct and complete list of each Borrower's state of organization, organizational identification number (if one is issued by such Borrower's state of organization), chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)its Collateral, and the locations of all of such Borrower’s 's other places of business as (other than in each case (i) locations of the Closing Datereal property where no Borrower has any operations and where no Collateral (other than such real property) is located, except (ii) locations of Inventory which have been described to the extent that newly acquired Agent in writing (including, without limitation, in connection with the delivery of a Borrowing Base Certificate) and (iii) locations of Collateral is in transit in (other than Inventory or Eligible Fixed Assets) which have been disclosed to the ordinary course of business Agent pursuant to any such locationsthe then most recent Quarterly Location Schedule delivered to the Agent pursuant hereto); and (b2) the Collateral shall remain at all times in the possession Schedule 1.7 correctly identifies any of such facilities and locations that are not owned by a Borrower (or, to and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed for such Borrower on Schedule 1.7 (other than (A) locations of Collateral consisting solely of real property at which no Borrower has any operations, (B) locations of Inventory which have been described to the Agent in writing (including, without limitation, in connection with the delivery of a Borrowing Base Certificate) and (C) locations of Collateral (other than Inventory and Eligible Fixed Assets) which have been disclosed to the Agent pursuant to the most recent Quarterly Location Schedule delivered to the Agent pursuant hereto), (ii) change the state of organization or the location of its chief executive office from the location identified in Schedule 4.4, and will not otherwise change or add to those locations1.7, unless such Borrower promptly it gives the Agent at least thirty (30) days' prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily required by that the Agent reasonably requests in such circumstance andconnection therewith. In addition, not less frequently than within 45 days of the end of each calendar quarter, such Borrower delivers the Borrowers shall deliver to Agent an update to Schedule 4.4; provided, however, that Agent may require, from the agent a schedule (a "Quarterly Location Schedule") which lists the locations of the Collateral. (d) Section 1.7(g) of the Loan Agreement is hereby amended by (i) deleting the term "20th" each time to time, more frequent updates to such Schedule 4.4 it appears therein and inserting the term "25th" in its Permitted Discretion. Notwithstanding any provision place and (ii) deleting the phrase "an aging" appearing in clause (2) therein and inserting the phrase "a list" in its place. (e) Section 1.7(h)(1) of this the Loan Agreement to is hereby amended by inserting (i) the contrary, upon parenthetical "(other than the occurrence and during Borrowers' Accounts which are not Eligible Accounts as a result of clause (h) of the continuance definition of an Event of Default, each Borrower shall upon Agent’s request "Eligible Accounts" contained herein)" immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless following the Electronic Contract Conditions are satisfied phrase "with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent maythe Borrowers' Accounts" which appears therein and (ii) the phrase ", from time to time, reasonably require or as directed by," immediately following the phrase "goods will have been delivered to" appearing in connection with the perfection of the Agent’s security interest in any Collateral stored electronicallyclause (v) thereof.

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

Location of Collateral. Each 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 thatshall not be moved therefrom, without the prior written approval of Agent, except for Collateral which has been delivered to Agent under that in the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on absence of an electronic system: (a) Schedule 4.4 is a correct Event of Default and complete list acceleration of the locations of all of books and records concerning the Collateral, the locations maturity of the Obligations in consequence thereof, Borrowers may (i) make sales or other dispositions of any Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired authorized by SECTION 9.2.10 hereof, and (ii) move Inventory or Equipment or any record relating to any Collateral is in transit to a location in the ordinary course United States other than those shown on SCHEDULE 7.1.1 hereto so long as Borrowers have given Agent at least 30 Business Days' prior written notice of business such new location and prior to moving any Inventory or Equipment to such locations; location Borrowers have cooperated with Agent in filing any UCC-1 financing statements or other appropriate documentation necessary to perfect or continue perfection of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the contrary contained in this Agreement, Borrowers shall not be permitted to keep, store or otherwise maintain any Collateral at any location (including any location described in SECTION 7. 1.1) unless (i) a Borrower is the owner of such location, (ii) a Borrower leases such location and the landlord has executed in favor of Agent a Lien Waiver, or (biii) the Collateral shall remain at all times in the possession consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such Borrower (orwarehouseman, bailee or processor a Lien Waiver and, to the extent contemplated by the Loan Documents, in the possession or control of Agent, or in-transit or maintained on an electronic system). Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not maintain the Collateral at any location other than those listed in Schedule 4.4, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required determined necessary by Agent in such circumstance andits sole discretion, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection 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 to maintain the uninterrupted perfection of the of, Agent’s 's security interest in any Collateral stored electronicallysuch Inventory.

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

Location of Collateral. Each Borrower represents and warrants to the Agent and the Lenders that, except for Collateral which has been delivered to Agent under the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on an electronic system: (a1) Schedule 4.4 is 1.7 sets forth a correct and complete list of each Borrower’s state of organization, organizational identification number (if one is issued by such Borrower’s state of organization), chief executive office, the locations location of all of its books and records concerning the Collateralrecords, the locations of the Collateral (other than bank accounts and amounts on deposit therein)its Collateral, and the locations of all such Borrower’s of its other places of business as (other than in each case (i) locations of the Closing Datereal property where no Borrower has any operations and where no Collateral (other than such real property) is located, except (ii) locations of Inventory which have been described to the extent that newly acquired Agent in writing (including, without limitation, in connection with the delivery of a Borrowing Base Certificate), (iii) locations of Collateral is in transit (other than Inventory or Eligible Fixed Assets) which have been disclosed to the Agent pursuant to the then most recent Semi-Annual Location Schedule delivered to the Agent pursuant hereto, and (iv) locations of Collateral described in the ordinary course last proviso of business to any such locationsthis Section 1.7(c)); and (b2) the Collateral shall remain at all times in the possession Schedule 1.7 correctly identifies any of such facilities and locations that are not owned by a Borrower (or, to and sets forth the extent contemplated by names of the Loan Documents, in the possession owners and lessors or control sublessors of Agent, or in-transit or maintained on an electronic system)such facilities and locations. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, that it will not (i) maintain the any Collateral at any location other than those locations listed for such Borrower on Schedule 1.7 (other than (A) locations of Collateral consisting solely of real property at which no Borrower has any operations, (B) locations of Inventory which have been described to the Agent in writing (including, without limitation, in connection with the delivery of a Borrowing Base Certificate), (C) locations of Collateral (other than Inventory and Eligible Fixed Assets) which have been disclosed to the Agent pursuant to the then most recent Semi-Annual Location Schedule delivered to the Agent pursuant hereto, and (D) locations of Collateral described in the last proviso of this Section 1.7(c)), and/or (ii) change the state of organization or the location of its chief executive office from the location identified in Schedule 4.4, and will not otherwise change or add to those locations1.7, unless such Borrower promptly it gives the Agent at least thirty (30) days’ prior written notice thereof and executes and delivers to Agent any and all financing statements and other documents customarily that the Agent reasonably requests in connection therewith. In addition, within 45 days after the end of each six (6) calendar month period, the Borrowers shall deliver to the Agent a schedule (a ‘‘Semi-Annual Location Schedule’’) which lists the locations of the Collateral; provided that the Borrowers shall not be required by Agent to include in such circumstance and, Semi-Annual Location Schedule any location that has not less frequently than each calendar quarter, such Borrower delivers at any time in the previous six months contained Collateral with a fair market value in excess of $1,000,000. Table of Contents (b) Section 1.7(g) of the Loan Agreement is hereby amended by amending and restating clause (2) thereof to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 read in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of the Agent’s security interest in any Collateral stored electronically.entirety as follows: ‘‘

Location of Collateral. Each Borrower represents All tangible items of Collateral, other than Inventory in transit and warrants thatmotor vehicles, shall at all times be kept by Credit Parties at one or more of the business locations of Credit Parties set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except for Collateral which has been delivered to Agent under that in the terms hereof or over which Agent has Control, is in-transit Collateral, or is maintained on absence of an electronic system: (a) Schedule 4.4 is a correct Event of Default and complete list acceleration of the locations of all of books and records concerning the Collateral, the locations maturity of the Obligations in consequence thereof, Credit Parties may (i) make sales or other dispositions of any Collateral (other than bank accounts and amounts on deposit therein), and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired authorized by Section 9.2.10 hereof, (ii) move Inventory or Equipment or any record relating to any Collateral is in transit to a location in the ordinary course United States other than those shown on Schedule 7.1.1 hereto so long as Credit Parties have given Agent at least 30 calendar days (or such lesser period of business time as shall be acceptable in any specific instance to Agent) prior written notice of such new location and prior to moving any Inventory or Equipment to such locations; location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s first priority Liens with respect to such Inventory or Equipment and (biii) the Collateral shall remain at all times move Inventory and Equipment which is not included in the possession Borrowing Base, having an aggregate value of such Borrower (orless than $40,000,000, to the extent contemplated by the Loan Documents, a location in the possession or control of AgentUnited States other than those shown on Schedule 7.1.1 hereto, or in-transit or maintained on an electronic systemand without notifying Agent (“Permitted Offsite Collateral”). Each Borrower covenants and agrees thatNotwithstanding anything to the contrary contained in this Agreement, except for Collateral in the possession of AgentCredit Parties shall not be permitted to keep, store or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not otherwise maintain the any Collateral at any location other than those listed (including any location described in Schedule 4.4, and will not otherwise change or add to those locationsSection 7.1.1), unless (i) a Credit Party is the owner of such Borrower promptly executes location, (ii) a Credit Party leases such location and delivers to the landlord has executed in favor of Agent any and all financing statements and other documents customarily required by Agent in such circumstance anda Landlord Waiver, not less frequently than each calendar quarter(iii) the Collateral consists of Inventory placed with a warehouseman, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in electronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and acceptable tobailee or processor, Agent (unless the Electronic Contract Conditions are satisfied with respect to has received from such Contracts that are Electronic Contracts). Borrowers shall comply with any further requirements that Agent maywarehouseman, from time to time, reasonably require in connection bailee or processor an acceptable Lien waiver agreement and 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 to maintain the uninterrupted perfection of the of, Agent’s security interest in any Collateral stored electronicallysuch Inventory, or (iv) such constitutes Permitted Offsite Collateral.