Common use of Location of Collateral Clause in Contracts

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall 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 prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, 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 in the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory.

Location of Collateral. All tangible items The Borrowers, jointly and severally, represent and warrant to the Agent and the Lenders that: (a) SCHEDULE 6.3 is a correct and complete list of Collateraleach Borrower's chief executive office, other than Inventory in transitthe location of its books and records, shall at all times be kept by Borrower at one or more the locations of the business Collateral owned by it, and the locations of all of its other places of business; and (b) SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by either Borrower set and sets forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration names of the maturity owners and lessors or sublessors of the Obligations in consequence thereof, such facilities and locations. Each Borrower may covenants and agrees that it will not (i) make sales or other dispositions of maintain any Collateral to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less than $500,000) or at any record relating to any Collateral to a location in the United States other than those shown locations listed for that Borrower 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 otherwise maintain any Collateral (other than Collateral, 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 locationSCHEDULE 6.3, (ii) Borrower leases such location and the landlord has executed in favor of Agent a Landlord Waiver (otherwise change or Agent has imposed a Rent Reserve)add new locations, or (iii) change the Collateral consists location of its chief executive office from the location identified in SCHEDULE 6.3, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent requests in connection therewith. Without limiting the foregoing, each Borrower represents that all of its Inventory placed with is, and covenants 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 warehousemanpublic warehouse, bailee or processoreach as disclosed in writing to Agent. As to each location, Agent has received from such warehousemanfor the benefit of Lenders shall have filed state (and, bailee or processor an acceptable Lien waiver agreement and an appropriate to the extent required, local) UCC-1 financing statement has statements; as to all leased and bailment locations, Borrowers shall use all reasonable efforts to obtain landlord and bailee waivers; as to all bailment locations for which bailee waiver letters have not been filed with obtained, Agent shall have delivered to the appropriate Governmental Authority in bailee a notice of lien under Article 9 of the jurisdiction where such warehousemanUCC; and for all leased locations as to which waiver letters have not been obtained within thirty (30) days after the Closing Date, bailee or processor is located in order the Inventory at those leased locations shall cease to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such be Eligible Inventory.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more Each Obligated Party represents and warrants to each of the business locations of Borrower set forth in Schedule 7.1.1 hereto Agents and shall not be moved therefromthe Lenders that, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration as of the maturity Closing Date, Schedule 10.3 contains a correct and complete list of (a) the Obligations in consequence thereoflocation of such Obligated Party’s chief executive office, Borrower may (ib) make sales or other dispositions each location of its books and records, (c) each location and address where any Collateral to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment is held (other than any location or address of any Inventory and Equipment which that as of the Closing Date is in the aggregate, as to all possession of a customer of a Borrower that is leasing such Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location from such Borrower 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 ordinary course of such new location Borrower’s business) 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 (d) with respect to each location referenced in clause (c) preceding where any Collateral is held by a representative, agent, warehouseman, or bailee, the name and address of such representative, agent, warehouseman, or bailee and the cost of such Inventory or Equipmentand Transportation Equipment and the net book value of Inventory and Fixed Assets at such location. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall Each Obligated Party covenants and agrees that it will not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, (i) Transportation Equipment or (ii) Inventory which is in the aggregate as possession of, or in transit to all Collateralor from, a customer of a Borrower that is less than $500,000leasing 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 (including other than those locations listed for such Obligated Party in Schedule 10.3, otherwise change or add to any of the locations listed for such Obligated Party in Schedule 10.3, or change the location described of its chief executive office from the location identified in Section 7.1.1)Schedule 10.3 unless, unless (i) in any such case, it gives each of the Agents at least 30 days prior written notice thereof and authorizes the filing of any and all financing statements and executes any other documents that either of the Agents reasonably request in connection therewith; provided, however, that if a Borrower is enters into a lease for a new retail branch, such Borrower shall notify the owner Agents in writing thereof on or prior to entering into such lease and such Borrower shall not maintain any Collateral at such leased location until it has delivered to the Agents an executed Collateral Waiver Agreement from the landlord of such locationpremises or, in lieu of such Collateral Waiver Agreement, if either Agent so requests, a Reserve shall be established in the 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 Inventory which is in the 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, (iiy) Borrower leases on premises leased by such location and Obligated Party, provided that the Agents have received an executed Collateral Waiver Agreement from the landlord has executed in favor of Agent a Landlord Waiver such premises to the extent required by Section 10.2(c) (or Agent has imposed a Rent Reservebut subject to the proviso of the immediately preceding sentence), or (iiiz) in the Collateral consists possession of Inventory placed with a representative, agent, warehouseman, bailee consignee, or processorbailee, Agent has provided that the Agents have received an executed Collateral Waiver Agreement from such the applicable warehouseman, representative, agent, consignee, or bailee or processor 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 acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority Obligated Party located in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such InventoryUnited States.

Location of Collateral. All tangible items The Borrower represents and warrants to the Agent and the Lenders that except as modified by notices from the Borrower pursuant to and in accordance with the immediately succeeding sentence: (a) Schedule 6.3 is a correct and complete list of the Borrower's chief executive office, the location of its books and records, the locations where the Borrower maintains its Collateral (other than Secured Sale/Leaseback Collateral), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) and all Credit Agreement Term Loan Equipment Collateral and Xxxxx Term Loan Equipment Collateral is, shall at and covenants that all times be kept 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 Borrower at one or more 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 business locations of Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, Agent (except 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 with respect to premises leased by the extent authorized Borrower on the Original Closing Date, such landlord waivers shall be received by Section 9.2.10 hereof the Agent no later than 90 days after the Original Closing Date and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 premises leased by Xxxxx immediately prior to the contrary contained in this Agreementconsummation of the Xxxxx/Cup Merger, Borrower such landlord waivers shall not be permitted to keepreceived by the Agent no later than 90 days after the Closing Date), store or otherwise maintain any Collateral (other than Collateral, which c) in the aggregate as 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 all Collateral, is less than $500,000) at any location the Agent (including any location described in Section 7.1.1), unless except that (i) with respect to public warehouses utilized by the Borrower is on the owner 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 locationbailee 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 leases such location and shall, not later than 10 days after any Credit Agreement Term Loan Equipment Collateral is moved to another location, provide the landlord has executed in favor Agent with written notice of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)its new location, or (iii) the Collateral consists Borrower shall, not later than 30 days after the end of Inventory placed each Fiscal Year, provide the Agent with a warehousemanlist 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, bailee 2000 all of the Equipment to be sold by the Borrower on June 15, 2000 pursuant to the Secured Sale/Leaseback Documents was located at the premises owned by the Borrower in Owings Mills, Maryland, Dallas, Texas, and Chicago, Illinois. The Borrower represents and warrants that, as of the Closing Date, it is a corporation incorporated under the laws of the State of Delaware and its legal name is the name set forth on the first page of this Agreement and the Borrower covenants that it will not change its state of incorporation, form of organization or processorits legal name, unless it gives the Agent has received from at least thirty (30) days' prior written notice thereof and executes and/or delivers to the Agent such warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with documents that the appropriate Governmental Authority Agent reasonably requests in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventoryconnection therewith.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more Each Obligated Party represents and warrants to each of the business locations of Borrower set forth in Schedule 7.1.1 hereto Agents and shall not be moved therefromthe Lenders that, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration as of the maturity Closing Date, Schedule 10.3 contains a correct and complete list of (a) the Obligations in consequence thereoflocation of such Obligated Party’s chief executive office, Borrower may (ib) make sales or other dispositions each location of its books and records, (c) each location and address where any Collateral to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment is held (other than any location or address of any Inventory and Equipment which that as of the Closing Date is in the aggregate, as to all possession of a customer of a Borrower that is leasing such Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location from such Borrower 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 ordinary course 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 Borrower’s business), (d) with respect to each location referenced in clause (c) preceding where any Collateral is held by a representative, agent, warehouseman, or bailee, the name and address of such representative, agent, warehouseman, or bailee and the cost of such Inventory or Equipmentand Transportation Equipment and the net book value of Inventory and Fixed Assets at such location. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall Each Obligated Party covenants and agrees that it will not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, (i) Transportation Equipment or (ii) Inventory which is in the aggregate as possession of, or in transit to all Collateralor from, a customer of a Borrower that is less than $500,000leasing 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 (including other than those locations listed for such Obligated Party in Schedule 10.3, otherwise change or add to any of the locations listed for such Obligated Party in Schedule 10.3, or change the location described of its chief executive office from the location identified in Section 7.1.1)Schedule 10.3 unless, unless (i) in any such case, it gives each of the Agents at least 30 days prior written notice thereof and authorizes the filing of any and all financing statements and executes any other documents that either of the Agents reasonably request in connection therewith; provided, however, that if a Borrower is enters into a lease for a new retail branch, such Borrower shall notify the owner Agents in writing thereof on or prior to entering into such lease and such Borrower shall not maintain any Collateral at such leased location until it has delivered to the Agents an executed Collateral Waiver Agreement from the landlord of such locationpremises or, in lieu of such Collateral Waiver Agreement, if either Agent so requests, a Reserve shall be established in the 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 Inventory which is in the 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, (iiy) Borrower leases on premises leased by such location and Obligated Party, provided that the Agents have received an executed Collateral Waiver Agreement from the landlord has executed in favor of Agent a Landlord Waiver such premises to the extent required by Section 10.2(c) (or Agent has imposed a Rent Reservebut subject to the proviso of the immediately preceding sentence), or (iiiz) in the Collateral consists possession of Inventory placed with a representative, agent, warehouseman, bailee consignee, or processorbailee, Agent has provided that the Agents have received an executed Collateral Waiver Agreement from such the applicable warehouseman, representative, agent, consignee, or bailee or processor 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 acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority Obligated Party located in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such InventoryUnited States.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall motor vehicles, marine vessels and diving equipment, will at all times be kept by Borrower at one or more of the business locations of Borrower set forth in Schedule 7.1.1 EXHIBIT D attached hereto and shall not be moved therefromnot, without the prior written approval of AgentLender, except that in the absence of be moved therefrom except, prior to an Event of Default and acceleration Default, for (A) sales 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 the providing of services in the aggregate, as to all ordinary course of business; (B) the storage of Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in at locations within the continental United States other than those shown on Schedule 7.1.1 EXHIBIT D attached 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 otherwise maintain any Collateral (other than Collateral, 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 if (i) Borrower is gives Lender written notice of the owner of new storage location at least sixty (60) days prior to storing Inventory at such location, (ii) except for Statutory Liens contested by Borrower leases such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserveas required by SECTION 8.2(H), or (iii) the Collateral 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, AgentLender's security interest in such InventoryInventory 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 premises 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 (D) removals in connection with dispositions of Equipment that are authorized by SECTION 6.4.

Location of Collateral. All tangible items of Collateral, other than Inventory in transittransit and motor vehicles, shall will 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 EXHIBIT B or other locations permitted pursuant to SECTION 9.2(M) hereof and shall not be moved therefromnot, without the prior written approval of Agent, except that in the absence of be moved therefrom except, prior to an Event of Default and acceleration Default, for (A) sales 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 in the aggregate, as to all ordinary course of business; (B) the storage of Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in at locations within the continental 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 otherwise maintain any Collateral (other than Collateral, 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 EXHIBIT B if (i) Borrower is gives Agent written notice of the owner of new storage location prior to storing Inventory at such location, (ii) Borrower leases Agent's security interest, for the benefit of Lenders, in such location Inventory is and the landlord has executed in favor of Agent continues to be a Landlord Waiver (or Agent has imposed a Rent Reserve)duly perfected, or first priority Lien thereon, (iii) neither Borrower's nor Agent's nor any 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 premises agrees with Agent and/or Lenders 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 consists maintained at such premises are promptly delivered to Agent; (C) temporary transfers (for periods not to exceed three months in any event) of Equipment from a location set forth on EXHIBIT B to another location if done for the limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business; (D) temporary transfers of Inventory placed with from a warehouseman, bailee or processor, Agent has received from location set forth on EXHIBIT B to another location if done for the limited purpose of additional processing to 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 Inventory in the jurisdiction where such warehouseman, bailee or processor is located ordinary course of Borrower's business; and (E) removals in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventoryconnection with dispositions of Equipment that are authorized by SECTION 7.4 hereof.

Location of Collateral. All tangible items Each Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of ------------ the Borrower's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and ------------ locations that are not owned by the Borrower and sets forth the names of the owners, consignees, processors, warehousemen, and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. Each Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such ------------ locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least twenty ------------ (20) days' prior written notice thereof and executes any and all financing statements and other documents 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, shall at and covenants that all times be kept of its Inventory will be, located either (a) on premises owned 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 therefromBorrower, without (b) on premises leased by the prior written approval of Borrower, provided that the Agent has, if requested by the Agent, except that received an executed landlord waiver from the landlord of such premises in the absence of an Event of Default form and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance satisfactory to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iiic) in a public warehouse, provided that the Collateral consists of 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 updated Exhibit "I". ABT will have thirty ----------- (30) days from the date a location becomes a Key Location to obtain the appropriate documentation described in Subsections (b) and (c) above. Thereafter all Inventory placed with a warehouseman, bailee or processor, Agent has received from located at such warehouseman, bailee or processor an acceptable Lien waiver agreement Key Location will be ineligible unless and an appropriate UCC-1 financing statement until such documentation 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, Agent's security interest in such Inventoryobtained.

Location of Collateral. All tangible items of Collateral, Collateral covered by Section 4.1 above (other than (x) Inventory in transittransit and (y) motor vehicles), shall will 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 4.5 and shall not be moved therefromnot, without the prior written approval of AgentLender, except that in the absence of be moved therefrom except, prior to an Event of Default and Lender's acceleration of the maturity payment of the Obligations in consequence thereof, Borrower may for (iA) make sales or other dispositions of any Collateral to Inventory in the extent authorized by Section 9.2.10 hereof ordinary course of business; and (iiB) move Inventory the use or Equipment (other than Inventory and Equipment which in storage of Collateral at locations within the aggregate, as to all Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in the continental 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 otherwise maintain any Collateral (other than Collateral, 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 4.5 if (i) Borrower is gives Lender written notice of the owner of new storage location at least thirty (30) days prior to storing Collateral at 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, AgentLender's security interest in such InventoryCollateral 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 Collateral is stored, or its right to remove the Collateral therefrom, is in any way restricted, (iv) the owner of such premises agrees in writing 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. Without limiting the generality of the foregoing, if Borrower or any of its Subsidiaries leases any of its facilities from another Person, Borrower shall use its best efforts to cause each such lessor to execute a Lessor Consent in favor of Lender.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more of the business locations of Borrower set forth in Schedule SCHEDULE 7.1.1 hereto and shall not be moved therefromnot, without the prior written approval of AgentLender, except that in the absence of be moved therefrom except, prior to an Event of Default and Lender's acceleration of the maturity of the Obligations in consequence thereof, Borrower may for (i) make sales or other dispositions of any Collateral to Inventory in the extent authorized by Section 9.2.10 hereof ordinary course of business; and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less than $500,000) or any record relating to any storage of Collateral to a location in at locations within the continental United States other than those shown on Schedule in SCHEDULE 7.1.1 hereto so long as if, (a) Borrower has given Agent at least 15 Business Days prior gives Lender written notice of such new a location and at least sixty (60) days prior to moving any Inventory or Equipment storing Collateral at such location, (b) Lender's Lien in such Collateral is and continues to be a duly perfected Lien thereon (and Borrower shall have taken such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary action as may be required pursuant to Section 6.3 hereof to perfect Lender's Lien thereon) subject to no other Lien thereon except for Permitted Liens, (c) neither Borrower's nor Lender's right of entry upon the premises where such Collateral is stored, or continue its right to remove 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 otherwise maintain any Collateral (other than Collateral, which in the aggregate as to all Collateraltherefrom, is less than $500,000in any way restricted, and (d) at any location (including any location described in Section 7.1.1), unless (i) Borrower is the owner of such locationpremises agrees with Lender not to assert any landlord's, bailee's or other Lien in respect of the Collateral for unpaid rent or storage charges; provided, however, clauses (a), (iic) Borrower leases and (d) above shall not apply to new locations at which Collateral is located which are established after the Closing Date if (1) no Default or Event of Default has occurred and is continuing, (2) such location locations are disclosed to Lender in the Borrowing Base Certificates required to be provided to Lender, and (3) the landlord has executed in favor aggregate value of Agent the Inventory, calculated at the lower of cost or market (on a Landlord Waiver (or Agent has imposed a Rent Reservefirst-in, first-out basis), at such locations does not exceed $3,500,000 at any one time; and provided further, clause (b) above shall not apply to new locations at which Collateral is located which are established after the Closing Date if (1) no Default or Event of Default has occurred and is continuing, (iii2) such locations are disclosed to Lender in the Borrowing Base Certificates required to be provided to Lender, and (3) the Collateral consists aggregate value of Inventory placed with the Inventory, calculated at the lower of cost or market (on a warehousemanfirst-in, bailee or processorfirst-out basis), Agent has received from at 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventorylocations does not exceed $250,000 at any one time.

Location of Collateral. All tangible items Each Borrower represents and warrants to the Agent and the Lenders that: (1) Schedule 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 location of its books and records, the locations of its Collateral, and the locations of all of such Borrower's other places of business (other than in each case (i) locations of real property where no Borrower has any operations and where no Collateral (other than such real property) is located, (ii) 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 (iii) locations of Collateral (other than Inventory in transit, shall at all times be kept or Eligible Fixed Assets) which have been disclosed to the Agent pursuant to the then most recent Quarterly Location Schedule delivered to the Agent pursuant hereto); and (2) Schedule 1.7 correctly identifies any of such facilities and locations that are not owned by a Borrower at one or more and sets forth the names of the business locations owners and lessors or sublessors of such facilities and locations. Each Borrower set forth in Schedule 7.1.1 hereto covenants and shall agrees that it will not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of maintain 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 extent authorized by Section 9.2.10 hereof Agent in writing (including, without limitation, in connection with the delivery of a Borrowing Base Certificate) and (iiC) move Inventory or Equipment locations of Collateral (other than Inventory and Equipment Eligible Fixed Assets) which in the aggregate, as to all Inventory or Equipment, is less 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 disclosed to the contrary contained in this Agreement, Borrower shall not be permitted Agent pursuant to keep, store or otherwise maintain any Collateral (other than Collateral, which in the aggregate as most recent Quarterly Location Schedule delivered to all Collateral, is less than $500,000) at any location (including any location described in Section 7.1.1the Agent pursuant hereto), unless (i) Borrower is the owner of such location, (ii) Borrower leases such change the state of organization or the location of its chief executive office from the location identified in Schedule 1.7, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the landlord has executed Agent reasonably requests in favor connection therewith. In addition, within 45 days of Agent the end of each calendar quarter, the Borrowers shall deliver to the agent a Landlord Waiver schedule (or Agent has imposed a Rent Reserve"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 it appears therein and inserting the term "25th" in its 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 the Loan Agreement is hereby amended by inserting (i) the parenthetical "(other than the Borrowers' Accounts which are not Eligible Accounts as a result of clause (h) of the definition of "Eligible Accounts" contained herein)" immediately following the phrase "with respect to the Borrowers' Accounts" which appears therein and (ii) the phrase ", or as directed by," immediately following the phrase "goods will have been delivered to" appearing in clause (iiiv) the Collateral 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventorythereof.

Location of Collateral. All tangible items The Borrower represents and warrants to the Co-Agents and the Lenders that: (a) Schedule 6.3 is a correct and complete list of the Borrower's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Co-Agents at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents 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, shall at and covenants that all times be kept 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 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 prior written approval of Agent, except further represents 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 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 any Collateral such premises in form and substance satisfactory to the extent authorized by Section 9.2.10 hereof Co-Agents, or Borrower shall have used commercially reasonable efforts to obtain such waiver, and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as with respect to all Inventory located in a third-party warehouse or Equipmentwith a bailee, is less than $500,000) or any record relating to any Collateral to if the Administrative Agent has requested a location bailee letter for such Inventory, the Administrative Agent shall have received an executed bailee letter from the applicable Person 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 form 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 substance satisfactory to the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, 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 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such InventoryCo-Agents.

Location of Collateral. All tangible items Each Loan Party represents and warrants to the Agent and the Lenders that: (a) SCHEDULE 6.3 is a correct and complete list of such Loan Party's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by such Loan Party and sets forth the names of the owners and lessors or sublessors of and, to the best of such Loan Party's knowledge, the holders of any mortgages on, such facilities and locations. Each Loan Party covenants and agrees that it will not (x) maintain any Collateral at any location other than those locations listed for such Loan Party on SCHEDULE 6.3, (y) otherwise change or add to any of such locations, or (z) change the location of its chief executive office from the location identified in SCHEDULE 6.3, unless it gives the Agent at least ten (10) days prior written notice thereof and executes any and all financing statements and other documents 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 connection therewith, the Loan Parties shall prepare and deliver to the Agent a revised SCHEDULE 6.3 which shall, upon the Agent's written consent, be adopted as SCHEDULE 6.3 for all purposes following the date of such written consent. Without limiting the foregoing, each Loan Party represents that all of its Inventory (other than Inventory in transittransit and Inventory located at a customer's location) is, shall at and covenants that all times be kept of its Inventory will be, located either (A) on premises owned by Borrower at one or more of such Loan Party, (B) on premises leased by such Loan Party, PROVIDED that the business locations of Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefromAgent has, without if requested by the prior written approval of Agent, except that received an executed landlord waiver from the landlord of such premises in the absence of an Event of Default form and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance satisfactory to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iiiC) the Collateral consists of Inventory placed in a warehouse or with a warehousemanbailee, PROVIDED that the Agent has, if requested by the Agent, received an executed bailee or processor, Agent has received letter from such warehouseman, bailee or processor an acceptable Lien waiver agreement the applicable Person in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to 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, Agent's security interest in such Inventory.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by The Borrower at one or more of represents and warrants to the business locations of Borrower set forth in Schedule 7.1.1 hereto Agent and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may Lenders that: (i) make sales or other dispositions Schedule 6.3 is a correct and complete list of any the Borrower's and each Guarantor's chief executive office, the location of its books and records, the locations of the Collateral and the Guarantor Collateral with respect to the extent authorized by Section 9.2.10 hereof Borrower and such Guarantor, and the locations of all of its other places of business; and (ii) move Inventory 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 or Equipment the relevant Guarantor and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not and will not permit any Guarantor to (x) maintain any Collateral with respect to the Borrower at any location other than those locations listed for the Borrower, and 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 any of such locations, or (z) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its and LDM Canada's Inventory is, and Equipment which 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 form and substance satisfactory to the aggregateAgent, 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, to the extent required, local) UCC-1 financing statements; as to all Inventory or Equipmentleased and bailment location, is less 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 use and shall cause each LDM Canada to keep, store or otherwise maintain any Collateral (other than Collateral, which in the aggregate use all reasonable efforts to obtain landlord and bailee waivers; as to all Collateralbailment locations for which bailee waiver letters have not been obtained, is less than $500,000) at any location (including any location described in Section 7.1.1), unless (i) Borrower is the owner Agent shall have delivered to the bailee a notice of such location, (ii) Borrower leases such location and lien under Article 9 of 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such InventoryUCC.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more of Each Grantor represents and warrants to the business locations of Borrower set forth in Schedule 7.1.1 hereto Agent and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may Lenders that: (i) make sales or Schedule 4 attached hereto is a correct and complete list of the location of such Grantor’s chief executive office, the location of its books and records, the locations of the Collateral (other dispositions of than (A) in-transit Inventory, (B) any Collateral location at which Inventory excluded from the Eligible Inventory in the most recent Borrowing Base Certificate delivered to the extent authorized by Section 9.2.10 hereof Agent is located and (C) locations of Inventory in the form of raw materials, provided, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000); and (ii) move Inventory or Equipment Schedule 4 correctly identifies (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less than $500,000A) 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 facilities and prior to moving locations that are not owned by such Grantor and (B) any Inventory of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, the lessors or Equipment to the operators of such location there have been filed any UCC-1 financing statements facilities and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipmentlocations. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall Each Grantor covenants and agrees that it will not be permitted to keep, store or otherwise (i) maintain any Collateral (other than Collateral(A) in-transit Inventory, which (B) Inventory that was excluded from the Eligible Inventory in the most recent Borrowing Base Certificate delivered to the Agent and (C) Inventory in the form of raw materials, provided, that the aggregate as to amount of all Collateral, is less than Eligible Inventory in the form of raw materials does not exceed $500,00010,000,000) at any location (including any location described in Section 7.1.1), unless (i) Borrower is the owner of other than those locations listed for such locationGrantor on Schedule 4, (ii) Borrower leases otherwise change or add to any of such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)locations, or (iii) change the Collateral consists location of its chief executive office from the location identified in Schedule 4, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory placed with a warehouseman(other than Inventory located at contractors’ premises or mxxxx, bailee in-transit Inventory and bxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors’ premises or processormxxxx, 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 warehouseman, bailee or processor an acceptable Lien waiver agreement premises in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfectAgent, or (iii) 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 satisfactory to maintain the uninterrupted perfection ofAgent; provided, Agent's security interest however, that in each case the Agent may in its sole discretion waive such Inventoryrequirement in writing to such extent and under such conditions as the Agent may from time to time in its sole discretion determine.

Location of Collateral. All tangible items of Collateral, other than Inventory in transittransit and motor vehicles, shall at all times be kept by Borrower Credit Parties at one or more of the business locations of Borrower Credit Parties set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower Credit Parties may (i) make sales or other dispositions of any Collateral to the extent authorized by Section 9.2.10 hereof and hereof, (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 Credit Parties have given Agent at least 15 Business Days 30 calendar days (or such lesser period of 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 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 ’s first priority Liens with respect to such Inventory or EquipmentEquipment and (iii) move Inventory and Equipment which is not included in the Borrowing Base, having an aggregate value of less than $40,000,000, to a location in the United States other than those shown on Schedule 7.1.1 hereto, and without notifying Agent (“Permitted Offsite Collateral”). Notwithstanding anything to the contrary contained in this Agreement, Borrower Credit Parties shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, 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 a Credit Party is the owner of such location, (ii) Borrower a Credit Party leases such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)Waiver, or (iii) the Collateral 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's ’s security interest in such Inventory, or (iv) such constitutes Permitted Offsite Collateral.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more of the business locations of Borrower set forth in Schedule SCHEDULE 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except (i) for Consigned Inventory that is moved without Borrower's permission by a Commissioned Distributor to a location other than one shown on SCHEDULE 7.1.1 hereto, so long as the aggregate Value of all Consigned Inventory at any location other than one shown on SCHEDULE 7.1.1 hereto does not exceed $100,000 at any time and Borrower notifies Agent of the location of such Consigned Inventory promptly after Borrower's obtaining knowledge thereof, and (ii) in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (ia) make sales or other dispositions of any Collateral to the extent authorized by Section 9.2.10 hereof and (iib) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 SCHEDULE 7. 1.1 hereto so long as Borrower has given Agent at least 15 30 Business Days Days' prior written notice of such new location and prior to moving any Inventory or Equipment to such location there have been filed any Borrower has executed and delivered to Agent 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 and all proceeds thereof, and, if such location is a location owned or Equipmentleased by a Commissioned Distributor, all Consignment Conditions have been met. Notwithstanding anything No less frequently than monthly, on or before the date on which Borrower is required to the contrary contained deliver its unaudited interim monthly financial statements to Agent and Lenders as required in this AgreementSection 9.1.3(ii), Borrower shall not be permitted deliver to keep, store or otherwise maintain any Collateral (other than Collateral, which in Agent and Lenders a report of 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iii) the Collateral consists Value of Inventory placed with at each location at which Inventory is located, reported on 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventorylocation-by-location basis.

Location of Collateral. All tangible items Each Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of Collateralsuch Borrower's state of incorporation, chief executive office, the location of its books and records, the locations of the Collateral (other than Inventory in transit to such a location), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. Each Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for such Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, or reincorporate in any other jurisdiction, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith; provided, however, that no Inventory that is subject to Honeywell's obligation to repurchase under the Honeywell Buy Back Agreement may be moved from the Parent's Phoenix, Arizona location or from the Parent's Tijuana, Mexico location to any 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 than $6,000,000 of Inventory subject to the Honeywell Buy Back Agreement will be located at the Parent's Tijuana, Mexico location at any one time. Without limiting the foregoing, each Borrower represents that all of its Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Inventory will be, located either (a) on premises owned 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 therefromBorrower, without (b) on premises leased by such Borrower, provided that the prior written approval of Agent has, if requested by the Agent, except that received an executed landlord waiver from the landlord of such premises in the absence of an Event of Default form and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance satisfactory to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iiic) the Collateral consists of Inventory placed in a warehouse or with a warehousemanbailee, provided that the Agent has, if requested by the Agent, received an executed bailee or processor, Agent has received letter from such warehouseman, bailee or processor an acceptable Lien waiver agreement the applicable Person in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to 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, Agent's security interest in such Inventory.

Location of Collateral. All tangible items The Borrower and each Guarantor represents and warrants to the Agent and the Lenders that: (a) SCHEDULE 6.3 is a correct and complete list of the Borrower's and each Guarantor's chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower or the applicable Guarantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Borrower and each Guarantor agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower and such Guarantor on SCHEDULE 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in SCHEDULE 6.3, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower and each Guarantor represents that all of its Eligible Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Eligible Inventory will be, located either (a) on premises owned by the Borrower at one or more of the business locations of applicable Guarantor, (b) on premises leased by the Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefromor the applicable Guarantor, without provided that the prior written approval of Agent has, if requested by the Agent, except that received an executed landlord waiver from the landlord of such premises in the absence of an Event of Default form and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance satisfactory to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iiic) the Collateral consists of Inventory placed in a warehouse or with a warehousemanbailee, provided that the Agent has, if requested by the Agent, received an executed bailee or processor, Agent has received letter from such warehouseman, bailee or processor an acceptable Lien waiver agreement the applicable Person in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to 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, Agent's security interest in such Inventory.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by The Borrower at one or more of represents and warrants to the business locations of Borrower set forth in Schedule 7.1.1 hereto Agent and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may Lenders that: (i) make sales or other dispositions Schedule 6.3 is a correct and complete list of any the Borrower's and each Guarantor's chief executive office, the location of its books and records, the locations of the Collateral and the Guarantor Collateral with respect to the extent authorized by Section 9.2.10 hereof Borrower and such Guarantor, and the locations of all of its other places of business; and (ii) move Inventory 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 or Equipment the relevant Guarantor and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not and will not permit any Guarantor to (x) maintain any Collateral with respect to the Borrower at any location other than those locations listed for the Borrower, and 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 any of such locations, or (z) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its and LDM Canada's Inventory is, and Equipment which 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 form and substance satisfactory to the aggregateAgent, 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, to the extent required, local) UCC-1 financing statements; as to all Inventory or Equipmentleased and bailment location, is less 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 use and shall cause each LDM Canada to keep, store or otherwise maintain any Collateral (other than Collateral, which in the aggregate use all reasonable efforts to obtain landlord and bailee waivers; as to all Collateralbailment locations for which bailee waiver letters have not been obtained, is less than $500,000the Agent shall have delivered to the bailee a notice of lien under Article 9 of the UCC; 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 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 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 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 jurisdiction where such warehouseman, bailee or processor is located in order those leased locations shall cease to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such be Eligible Inventory.

Location of Collateral. All tangible items Each Grantor represents and warrants to Purchaser that: (a) Schedule I is a correct and complete list of such Grantor’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule I correctly identifies any of such facilities and locations that are not owned by such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. Each Grantor covenants and agrees that if it (i) transfers any Collateral 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 I, such Grantor shall give Purchaser written notice thereof no later than five (5) Business Days prior to such event and shall promptly execute any and all financing statements and other documents 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, shall at and covenants that all times be kept of its Inventory will be, located either (A) on premises owned by Borrower at one or more of a Grantor, (B) on premises leased by a Grantor, provided that Purchaser has received an executed landlord waiver from the business locations of Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, 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 in the aggregate, as to all Inventory or Equipment, is less 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 landlord of such new location premises in form and prior substance satisfactory 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)Purchaser, or (iiiC) the Collateral consists of Inventory placed in a warehouse or with a warehousemanbailee, provided that each Grantor will deliver an executed bailee or processorletter from the applicable bailee in form and substance satisfactory to Purchaser if Purchaser so requests in writing. Except as set forth on Schedule I, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement during the past five years: (1) there has been filed with the appropriate Governmental Authority no change in the jurisdiction where such warehouseman, bailee or processor location of any Grantor’s chief executive office; and (2) no Grantor has done business under any name other than the name set forth on the signature page of this Agreement which name is located the exact name specified in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventoryits organizational documents.

Location of Collateral. All tangible items The Borrower represents and warrants to the Agent and the Lenders that except as modified by notices from the Borrower pursuant to and in accordance with the immediately succeeding sentence: (a) Schedule 6.3 is a correct and complete list of the Borrower's chief executive office, the location of its books and records, the locations where the Borrower maintains its Collateral (other than Secured Note Collateral), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Inventory will be, maintained either (a) on premises owned by Borrower at one or more 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 business locations of Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, Agent (except 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 in the aggregate, as to all Inventory or Equipment, is less 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 premises leased by the Borrower on the date hereof, such Inventory or Equipment. Notwithstanding anything to landlord waivers shall be received by the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (other Agent no later than Collateral, which in 90 days after 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent ReserveClosing Date), or (iiic) in a public warehouse, provided that the Collateral consists of Inventory placed with a warehouseman, bailee or processor, 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 warehouseman, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement has been filed with letters shall be received by the appropriate Governmental Authority in Agent no later than 90 days after the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such InventoryClosing Date).

Location of Collateral. All tangible items The Borrower represents and warrants to the Agent and the Lenders that except as modified by notices from the Borrower pursuant to and in accordance with the immediately succeeding sentence: (a) Schedule 6.3 is a correct and complete list of the Borrower's chief executive office, the location of its books and records, the locations where the Borrower maintains its Collateral (other than Secured Sale/Leaseback Collateral), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) and all Credit Agreement Term Loan Equipment Collateral is, and covenants that all of its Inventory and all Credit Agreement 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 with respect to premises leased by the Borrower on the Original Closing Date, such landlord waivers shall at all times be kept received by the Agent no later than 90 days after the Original 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 with respect to public warehouses utilized by the Borrower at one or more of on the business locations of Borrower Original Closing Date, such bailee letters shall be received by the Agent no later than 90 days after the Original Closing Date). In addition to the representations, warranties, covenants and agreements set forth in Schedule 7.1.1 hereto above, the Borrower represents, warrants, covenants and shall not be moved therefrom, without the prior written approval of Agent, except agrees 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 on the Closing Date all Credit Agreement Term Loan Equipment Collateral to is located at the extent authorized premises owned by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which the Borrower in the aggregateConyers, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 locationGeorgia, (ii) the Borrower leases such location and shall, not later than 10 days after any Credit Agreement Term Loan Equipment Collateral is moved to another location, provide the landlord has executed in favor Agent with written notice of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)its new location, or (iii) the Collateral consists Borrower shall, not later than 30 days after the end of Inventory placed each Fiscal Year, provide the Agent with a warehouseman, bailee or processor, list in detail satisfactory to the Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement of all then existing Credit Agreement Term Loan Equipment Collateral and an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority in location of each item thereof and (iv) on the jurisdiction where such warehouseman, bailee or processor Closing Date all of the Equipment to be sold by the Borrower on the Closing Date pursuant to the Secured Sale/Leaseback Documents is located at the premises owned by the Borrower in order to perfectOwings Mills, or to maintain the uninterrupted perfection ofMaryland, Agent's security interest in such InventoryDallas, Texas and Chicago, Illinois.

Location of Collateral. 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 Borrower Borrowers at one or more of the business locations of a Borrower set forth in Schedule 7.1.1 SCHEDULE 8.1.1 hereto and shall not be moved therefrom, without the prior written approval of AgentLender, which approval shall not be unreasonably withheld, except (unless Lender otherwise notifies Borrower at the time that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereofexists), a Borrower may (i) make sales or other dispositions of any Collateral Inventory in the Ordinary Course of Business and (ii) dispose of Equipment to the extent authorized by Section 9.2.10 SECTION 8.4.2 hereof and (iiiii) move Inventory or Inventory, Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 SCHEDULE 8. 1.1 hereto so long as Borrower has (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 Equipment, such Borrowers have given Agent Lender at least 15 Business Days 30 days prior written notice of such new location and prior to moving any Inventory location, 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 (B) 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 otherwise maintain any Collateral (other than Collateral, which in the aggregate as to all Collateral, is Equipment of less than $500,000100,000 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) at any location (including any location described in Section 7.1.1), unless (i) such Borrower is the owner of such location, (ii) such Borrower leases such location and the landlord has executed in favor of Agent Lender a Landlord Waiver (or Agent has imposed a Rent Reserve)Lien Waiver, or (iii) the Collateral consists of Inventory placed with a warehouseman, bailee warehouseman or processor, Agent Lender has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement Waiver 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, AgentLender's security interest in such Inventory.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more of (a) Each Grantor represents and warrants to the business locations of Borrower set forth in Schedule 7.1.1 hereto Agent and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may Lenders that: (i) make sales or Schedule 4 attached hereto is a correct and complete list of the location of such Grantor’s chief executive office, the location of its books and records, the locations of the Collateral (other dispositions of than (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 extent authorized by Section 9.2.10 hereof Agent is located and (C) locations of Inventory in the form of raw materials, provided, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000); and (ii) move Inventory or Equipment Schedule 4 correctly identifies (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less than $500,000A) 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 facilities and prior to moving locations that are not owned by such Grantor and (B) any Inventory of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, the lessors or Equipment to the operators of such location there have been filed any UCC-1 financing statements facilities and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipmentlocations. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall Each Grantor covenants and agrees that it will not be permitted to keep, store or otherwise (i) maintain any Collateral (other than Collateral(A) in-transit Inventory, which (B) Inventory that was excluded from the Eligible Collateral in the most recent Borrowing Base Certificate delivered to the Agent and (C) Inventory in the form of raw materials, provided, that the aggregate as to amount of all Collateral, is less than Eligible Inventory in the form of raw materials does not exceed $500,00010,000,000) at any location (including any location described in Section 7.1.1), unless (i) Borrower is the owner of other than those locations listed for such locationGrantor on Schedule 4, (ii) Borrower leases otherwise change or add to any of such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)locations, or (iii) change the Collateral consists location of its chief executive office from the location identified in Schedule 4, unless it gives the Agent at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory placed with a warehouseman(other than Inventory located at contractors’ premises or mxxxx, bailee in-transit Inventory and bxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors’ premises or processormxxxx, 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 warehouseman, bailee or processor an acceptable Lien waiver agreement premises in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfectAgent, or (iii) 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 satisfactory to maintain the uninterrupted perfection ofAgent; provided, Agent's security interest however, that in each case the Agent may in its sole discretion waive such Inventoryrequirement in writing to such extent and under such conditions as the Agent may from time to time in its sole discretion determine.

Location of Collateral. All tangible items The Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of Collateralthe Borrower's chief executive office, the location of its books and records, the locations of the Collateral (other than Collateral in transit), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the Borrower and sets forth the names of the owners and lessors or sublessors of and, if known to Borrower, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the Borrower on Schedule 6.3 (other than Collateral in transit), (ii) otherwise change or add to any of such locations, provided that Borrower may eliminate its Berlin, Wisconsin and New Albany, Indiana locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless (with respect to (i), (ii) and (iii) above) it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent requests in connection therewith. Without limiting the foregoing, the Borrower represents that all of its Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Inventory will be, located either (a) on premises owned by Borrower at one or more the Borrower, (b) on premises leased by the Borrower, provided that the Agent has received an executed landlord waiver from the landlord of the business locations of Borrower set forth such premises in Schedule 7.1.1 hereto form and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance satisfactory to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iiic) in a public warehouse, provided that the Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received an executed bailee letter from such warehouseman, bailee or processor an acceptable Lien waiver agreement the applicable public warehouseman in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to 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, Agent's security interest in such Inventory.

Location of Collateral. All tangible items Except as permitted below, Borrower shall keep the Collateral only at 0000 Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at such locations in the State of Collateral, other than Inventory California as may be identified for the location of collateral in transit, shall at all times be kept by Borrower at one or more that certain Warranties and Representations of the business locations Officers of Borrower set forth executed and delivered in Schedule 7.1.1 hereto connection with this Agreement, and shall not be moved therefrom, without at such other locations within the prior written approval state of Agent, except 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 in the aggregate, as to all Inventory or Equipment, is less 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 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 which Borrower has obtained and delivered to Bank a landlord's waiver or similar documentation from the landlord at each such Inventory or Equipmentlocation in a form and content acceptable to Bank (the "Permitted Locations"). Notwithstanding anything to the contrary contained in this AgreementIf requested by Bank, Borrower shall not provide Bank with the name and mailing address of the landlord for each location described above or where any of the Collateral may (from time to time) be permitted kept and/or the mortgagee, beneficiary, or lender of any mortgage, deed of trust or other lien encumbering each such location. Notwithstanding the foregoing, Borrower shall have the right to keepmove, store relocate, loan, sell or otherwise maintain 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 CollateralPermitted Locations provided (1) such movement, which relocation, sale and/or disposition is in the usual and ordinary course of Borrower's business and (2) the aggregate as to book value of all Collateral, is less than $500,000Collateral (and not just those items and pieces of Collateral financed by Bank with loans and advances under Article 3) located at locations that are not Permitted Locations does not exceed (at any location one time) ten percent (including any location described in Section 7.1.1), unless 10%) of the aggregate book value of all of Borrower's Collateral (i) Borrower is the owner and not just those items and pieces of such location, (ii) Borrower leases such location Collateral financed by Bank with loans 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory.advances under Article

Location of Collateral. All tangible items Each Borrower represents and warrants to the Agent and the Lenders that: (a) SCHEDULE 6.3 is a correct and complete list of Collateralsuch Borrower's chief executive office, jurisdiction of organization, the location of its books and records, the locations of the Collateral (other than Inventory in transit, shall at rolling stock, and Collateral in the Agent's possession), and the locations of all times be kept of its other places of business; and (b) SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower at one or more and sets forth the names of the business locations of Borrower set forth in Schedule 7.1.1 hereto owners and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales lessors 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 in the aggregate, as to all Inventory or Equipment, is less 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 sublessors of such new location facilities and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements locations. Each Borrower covenants 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 agrees that it will not be permitted to keep, store or otherwise (x) maintain any Collateral (other than CollateralInventory in transit, which rolling stock, and Collateral in the aggregate as to all Collateral, is less than $500,000Agent's possession) at any location other than those locations listed for such Borrower on SCHEDULE 6.3, (including y) otherwise change or add to any location described in Section 7.1.1), 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)locations, or (iiiz) change the location of its chief executive office and jurisdiction of organization from the location identified in SCHEDULE 6.3, unless it gives the Agent at least thirty (30) days LOAN AND SECURITY AGREEMENT - PAGE 64 prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. In the event any Borrower requests to change or add any location of Collateral consists and has provided the Agent with all financing statements and other documents requested by the Agent in connection therewith, the Borrower shall prepare and deliver to the Agent a revised SCHEDULE 6.3 which shall automatically be adopted as SCHEDULE 6.3 for all purposes. Without limiting the foregoing, each Borrower represents that all of its Inventory placed with a warehouseman(other than Inventory in transit) is, bailee or processorand covenants that all of its Inventory will be, Agent has received from located either (A) on premises owned by 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfectBorrower, or to maintain the uninterrupted perfection of, Agent's security interest in (B) on premises leased by such InventoryBorrower and included on SCHEDULE 6.3.

Location of Collateral. All tangible items Each Grantor represents and warrants to the Agent and the Lenders that: (A) Schedule I is a correct and complete list of Collateraleach Grantor's chief executive office, the location of its books and records, the locations of the Collateral and the Equipment and the locations of all of its other places of business; and (B) 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, correctly identifies any of such facilities and locations that are not owned by each Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. Each Grantor covenants and agrees that it will not (a) maintain 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 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, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, subject to Section 4(b), each Grantor represents that all material portions of its Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Inventory will be, located either (a) on premises owned by Borrower at one or more 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 business locations of Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except or (c) in a warehouse or with a bailee, provided that the Agent has received an executed bailee letter from the applicable Person in the absence of an Event of Default form and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance reasonably satisfactory to the extent authorized by Section 9.2.10 hereof Agent. Each Grantor further covenants and (ii) agrees that it will not move Inventory any material portion of its Collateral or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in the United States other than those shown locations listed for such Grantor on Schedule 7.1.1 hereto so long I, as Borrower has given Agent at least 15 Business Days prior written updated from time to time 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, to include a detailed description of such new the location and prior to moving any Inventory Collateral or Equipment to be moved, and (b) execute such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary documents for such other actions as Agent reasonably requests 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 otherwise maintain any Collateral (other than Collateral, 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 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's its security interest in such Inventorytherein.

Location of Collateral. All tangible items Each Grantor represents and warrants to the Agent and the Lenders that (a) Schedule 2.4 is a correct and complete list of Collateralthe location of such Grantor's chief executive office, each location of such Grantor's books and records, each location and address where any of such Grantor's Collateral is held, and the address of all other locations, if any, where such Grantor maintains a place of business, and (b) Schedule 2.4 correctly identifies any of such facilities and locations that are not owned by such Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. Each Grantor covenants and agrees that it will not (x) maintain any Collateral at any location other than those locations listed for such Grantor on Schedule 2.4, (y) otherwise change or add to any of the locations listed for such Grantor on Schedule 2.4, or (z) change the location of its chief executive office from the location identified on Schedule 2.4, unless, in any such 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 authorizes any and all financing statements and other documents 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, shall at and covenants that all times be kept of its Inventory will be, located either (A) on premises owned by Borrower at one or more such Grantor, (B) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of the business locations of Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral such premises to the extent authorized required by Section 9.2.10 hereof the Credit Agreement, in form and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 substance satisfactory to the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)Agent, or (iiiC) in the Collateral consists possession of Inventory placed with a representative, agent, warehouseman, bailee consignee, or processorbailee, provided that the Agent has received an acknowledged bailee letter from such the applicable 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 jurisdiction where such warehousemanrepresentative, bailee or processor is located in order to perfectagent, consignee, or bailee to maintain the uninterrupted perfection ofextent required by the Credit Agreement, in form and substance satisfactory to the Agent's security interest in such Inventory.

Location of Collateral. All tangible items The Grantors represent and warrant to the Collateral Agent and the Lenders that: (a) Schedule 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 location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 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) correctly identifies any of such facilities and locations that are not owned by the Grantors and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Grantors covenant and agree that they will not (i) maintain any Collateral at any location other than those locations listed for the Grantors on Schedule I, (ii) otherwise change or add to 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 they give the Collateral Agent at least thirty (30) days’ prior written notice thereof and execute any and all financing statements and other documents that the Collateral Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Inventory will be, located either (x) on premises owned 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 prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, 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 in the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 locationGrantor, (iiy) Borrower leases on premises leased by such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)Grantor, or (iiiz) the Collateral consists of Inventory placed in a warehouse or 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventoryconsignee.

Location of Collateral. All tangible items 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, (a) Schedule 6.3 is a correct and complete list of the Borrowers' chief executive offices, the location of their books and records, the locations of the Collateral, and the locations of all other places of business of the Borrowers; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by the applicable Borrower and sets forth the names of the owners and lessors or sublessors of such facilities and locations. Each Borrower covenants and agrees that it will not (a) maintain any Collateral at any location other than those locations listed for such Borrower on Schedule 6.3, (b) otherwise change or add to any of such locations, or (c) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Lender at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Lender reasonably requests in connection therewith. Without limiting the foregoing, each Borrower represents that all of its Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Inventory will be, located either (a) on premises owned by Borrower at one or more such Borrower, (b) on premises leased by such Borrower, provided that the Lender has, if requested by the Lender, received an executed landlord waiver from the landlord of the business locations of Borrower set forth such premises in Schedule 7.1.1 hereto form and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance satisfactory to the extent authorized by Section 9.2.10 hereof and Lender within thirty (ii30) move Inventory or Equipment (other than Inventory and Equipment which in days after the aggregate, as to all Inventory or Equipment, is less 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)Closing Date, or (iiic) the Collateral consists of Inventory placed in a warehouse or with a warehousemanbailee, provided that the Lender has, if requested by the Lender, received an executed bailee or processor, Agent has received letter from such warehouseman, bailee or processor an acceptable Lien waiver agreement the applicable Person in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to 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, Agent's security interest in such InventoryLender.

Location of Collateral. All Except as provided in this Section 7.1.1, all tangible items of Collateral, other than In-Transit Inventory, Inventory in transittransit from one location of a Domestic Obligor to another location of a Domestic Obligor and Inventory that is the subject of a Product Lease, shall at all times be kept by Borrower Borrowers at one or more of the business locations of Borrower Borrowers set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower Borrowers may (i) make sales or other dispositions of any Collateral to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 7. 1.1 hereto so long as Borrower has given Borrowers shall give Agent at least 15 Business Days prior written notice of any such new location and prior to moving any at which Inventory or Equipment to with an aggregate value in excess of $500,000 is maintained within 30 days of such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary to perfect or continue the perfection Borrower's establishment of Agent's first priority Liens with respect to such Inventory or Equipmentlocation. Notwithstanding anything to the contrary contained in this Agreement, Borrower Borrowers shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, which consisting of Inventory having a value in the aggregate as to all Collateral, is less than excess of $500,000) 500,000 at any location (including any location described in Section Schedule 7.1.1), unless (i) a Borrower is the owner of such location, (ii) a Borrower leases such location and (and, in the landlord has executed in favor absence of a Lien Waiver from the landlord, Agent a Landlord Waiver (or Agent has imposed a shall be authorized to increase the Rent Reserve), or (iii) the Collateral consists of Inventory placed with United Parcel Service or an affiliate of United Parcel Service ("UPS") at DOIC's warehouse location in Indianapolis, Indiana (provided that if Agent has not received an acceptable Lien Waiver from UPS within 30 days of the Closing Date, Agent shall be authorized to establish reserves against the Borrowing Base deemed necessary by Agent in the exercise of its reasonable business judgment), (iv) the Collateral consists of Inventory placed with a warehouseman, bailee or processorprocessor (other than UPS) and, if such Inventory has an aggregate value in excess of $500,000, 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 Waiver (and, in the jurisdiction where such warehousemanabsence of a Lien Waiver, bailee or processor is located Agent shall be authorized to establish reserves against the Borrowing Base as are deemed necessary by Agent in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventoryexercise of its reasonable business judgment) and (v) leased Inventory maintained at customer locations.

Location of Collateral. All tangible items Each Borrower represents and warrants to the Agent and the Lenders that: (1) Schedule 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 location of its books and records, the locations of its Collateral, and the locations of all of its other places of business (other than in each case (i) locations of real property where no Borrower has any operations and where no Collateral (other than such real property) is located, (ii) 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), (iii) locations of Collateral (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 transit, shall at all times be kept the last proviso of this Section 1.7(c)); and (2) Schedule 1.7 correctly identifies any of such facilities and locations that are not owned by a Borrower at one or more and sets forth the names of the business locations owners and lessors or sublessors of such facilities and locations. Each Borrower set forth in Schedule 7.1.1 hereto covenants and shall agrees that it will not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of maintain 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 extent authorized by Section 9.2.10 hereof and Agent in writing (iiincluding, without limitation, in connection with the delivery of a Borrowing Base Certificate), (C) move Inventory or Equipment locations of Collateral (other than Inventory and Equipment 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 aggregatelast proviso of this Section 1.7(c)), as to all Inventory and/or (ii) change the state of organization or Equipmentthe location of its chief executive office from the location identified in Schedule 1.7, is less than $500,000) or any record relating to any Collateral to a location in unless it gives 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 thirty (30) days’ prior written notice of such new location thereof and prior to moving executes any Inventory or Equipment to such location there have been filed any UCC-1 and all financing statements and any other appropriate documentation necessary to perfect or continue documents that the perfection Agent reasonably requests in connection therewith. In addition, within 45 days after the end of Agent's first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything each six (6) calendar month period, the Borrowers shall deliver to the contrary contained in this Agreement, Borrower Agent a schedule (a ‘‘Semi-Annual Location Schedule’’) which lists the locations of the Collateral; provided that the Borrowers shall not be permitted required to keep, store or otherwise maintain include in such Semi-Annual Location Schedule any Collateral (other than Collateral, which location that has not at any time 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve), or (iii) the previous six months contained Collateral consists of Inventory placed with a warehouseman, bailee or processor, Agent has received from such warehouseman, bailee or processor an acceptable Lien waiver agreement 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 an appropriate UCC-1 financing statement has been filed with the appropriate Governmental Authority restating clause (2) thereof to read in the jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory.its entirety as follows: ‘‘

Location of Collateral. All tangible items Each Grantor represents and warrants to the Agent and the Lenders that: (A) Schedule I is a correct and complete list of Collateraleach Grantor's chief executive office, the location of its books and records, the locations of the Collateral and the Equipment and the locations of all of its other places of business; and (B) 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, correctly identifies any of such facilities and locations that are not owned by each Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. Each Grantor covenants and agrees that it will not (a) maintain 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 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, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all material portions of its Inventory (other than Inventory in transit) is, shall at and covenants that all times be kept of its Inventory will be, located either (a) on premises owned by Borrower at one or more such Grantor, (b) on premises leased by such Grantor, provided that the Agent has received an executed landlord waiver from the landlord of the business locations of Borrower set forth such premises in Schedule 7.1.1 hereto form and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral substance reasonably satisfactory to the extent authorized by Section 9.2.10 hereof 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 (ii) substance reasonably satisfactory to the Co-Agents. Each Grantor further covenants and agrees that it will not move Inventory any material portion of its Collateral or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in the United States other than those shown locations listed for such Grantor on Schedule 7.1.1 hereto so long I, as Borrower has given Agent at least 15 Business Days prior written updated from time to time in accordance with the updating provisions relating to schedules as described in Section 6.3 of the Credit Agreement, unless such Grantor shall first: (a) provide reasonable notice to Agent, to include a detailed description of such new the location and prior to moving any Inventory Collateral or Equipment to be moved, and (b) execute such location there have been filed any UCC-1 financing statements and any other appropriate documentation necessary documents for such other actions as Agent reasonably requests 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 otherwise maintain any Collateral (other than Collateral, 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 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's its security interest in such Inventorytherein.

Location of Collateral. All tangible items Grantor represents and warrants to Lender that Schedule I: (a) is a correct and complete list of the location of Grantor’s chief executive offices, the locations of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) correctly identifies any of such facilities and locations that are not owned by Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for Grantor on Schedule I, (ii) otherwise change or add to any of such locations, or (iii) change the location of Grantor’s chief executive office from the location identified in Schedule I, unless Grantor gives Lender at least thirty (30) days’ prior written notice thereof and executes any and all financing statements and other 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, shall and covenants that all of its Inventory will be, located either (a) on premises owned by Grantor or at all times be kept a “bin location” used 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 therefromGrantor, without the prior written approval of Agent(b) on premises leased by Grantor, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereofprovided that, Borrower may (i) make sales or other dispositions of any Collateral to the extent authorized required by Section 9.2.10 hereof and (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregateLoan Agreement, as to all Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in Lender has received an executed landlord waiver from 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 landlord of such new location premises in form and prior substance satisfactory to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements Lender 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 otherwise maintain any Collateral (other than Collateral, 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 landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)Grantor, or (iiic) the Collateral consists of Inventory placed in a warehouse or with a warehousemanbailee, bailee or processorprovided that, Agent to the extent required by the Loan Agreement, Lender has received an executed bailee letter from such warehouseman, bailee or processor an acceptable Lien waiver agreement the applicable Person in form 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 substance satisfactory to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such InventoryLender and Grantor.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall motor vehicles, trailers and vessels, will 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 Exhibit B and shall not be moved therefromnot, without the prior written approval of AgentLender, except that in the absence of be moved therefrom except, prior to an Event of Default and acceleration Default, for (A) sales 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 in the aggregate, as to all ordinary course of business; (B) the storage of Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in at locations within the continental 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 otherwise maintain any Collateral (other than Collateral, 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 Exhibit B if (i) Borrower is gives Lender written notice of the owner of new storage location at least 60 days prior to storing Inventory at 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, AgentLender's security interest in such InventoryInventory 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 premises 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 a period not to exceed three months in any event) of Equipment from a location set forth on Exhibit B to another location if done for the limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business; (D) removals in connection with dispositions of Equipment that are authorized by Section 7.4 hereof; (E) tooling maintained at vendor locations used for the purpose of producing component parts for Borrower; (F) removals of property in the ordinary course of Borrower's business as conducted on the Closing Date for the purpose of equipping Borrower's field sales force with samples, displays, office equipment and the like; (G) transfers of Property from one location set forth in Exhibit B to another location set forth in Exhibit B and (H) removals of other Property (other than Eligible Inventory and any Equipment securing the Term Loan) in the ordinary course of Borrower's business as conducted on the Closing Date, if the aggregate book value of all such Property removed from the business locations set forth on Exhibit B does not exceed $400,000.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more of the business locations of Borrower set forth in Schedule SCHEDULE 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (ia) make sales or other dispositions of any Collateral to the extent authorized by Section SECTION 9.2.10 hereof 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 of such location, and (iic) except as permitted by subsection (b) above, move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 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 otherwise maintain any Collateral (other than Collateral, which in the aggregate except as to all Collateral, is less than $500,000permitted by subsection (b) above) at any location (including any location described in Section SECTION 7.1.1), 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory.

Location of Collateral. All tangible items Each Borrower represents and warrants to the Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of Collateralsuch Borrower's chief executive office, the location of its books and records, the locations of the Collateral (other than Inventory in transit, shall at rolling stock, and Collateral in the Agent's possession), and the locations of all times be kept of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower at one or more and sets forth the names of the business locations of Borrower set forth in Schedule 7.1.1 hereto owners and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales lessors 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 in the aggregate, as to all Inventory or Equipment, is less 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 sublessors of such new location facilities and prior to moving any Inventory or Equipment to such location there have been filed any UCC-1 financing statements locations. Each Borrower covenants 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 agrees that it will not be permitted to keep, store or otherwise (x) maintain any Collateral (other than CollateralInventory in transit, which rolling stock, and Collateral in the aggregate as to all Collateral, is less than $500,000Agent's possession) at any location other than those locations listed for such Borrower on Schedule 6.3, (including y) otherwise change or add to any location described in Section 7.1.1), 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)locations, or (iiiz) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least thirty (30) days prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. In the event any Borrower requests to change or add any location of Collateral consists and has provided the Agent with all financing statements and other documents requested by the Agent in connection therewith, the Borrower shall prepare and deliver to the Agent a revised Schedule 6.3 which shall automatically be adopted as Schedule 6.3 for all purposes. Without limiting the foregoing, each Borrower represents that all of its Inventory placed with a warehouseman(other than Inventory in transit) is, bailee or processorand covenants that all of its Inventory will be, Agent has received from located either (A) on premises owned by 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfectBorrower, or to maintain the uninterrupted perfection of, Agent's security interest in (B) on premises leased by such InventoryBorrower and included on Schedule 6.3.

Location of Collateral. All tangible items (a) The Grantor represents and warrants to the Agent and the Lenders that: (A) Schedule I is a correct and complete list of the location of Grantor's location of its books and records, the locations of the Collateral, and the locations of all of its places of business; provided, however, that Collateral at undisclosed locations shall not constitute a breach of this provision to the extent that it does not exceed $2,000,000 in value at any one undisclosed location and $10,000,000 in value at all undisclosed locations; and (B) Schedule I correctly identifies any of such facilities and locations that are not owned by the Grantor and sets forth the names of the owners and lessors or sublessors of such facilities and locations. (b) The Grantor covenants and agrees that it will not: (A) maintain any Collateral, at any location other than those locations listed for the Grantor on Schedule I; provided, however, that Collateral at undisclosed locations shall not constitute a breach of this provision to the extent that it does not exceed $2,000,000 in value at any one undisclosed location and $10,000,000 in value at all undisclosed locations; or (B) otherwise change or add to any of such locations, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith; such notice shall be deemed to amend Schedule I to include each new location described in the notice. (c) Without limiting the foregoing, the Grantor represents that all of its Inventory (other than Inventory in transit) is, shall at and covenants that 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 prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral to the extent authorized by Section 9.2.10 hereof and (ii) move its Inventory or Equipment (other than Inventory and Equipment which in Transit) will be, located either: (A) on premises owned by the aggregateGrantor; (B) on premises leased by the Grantor, as to all Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in provided that the United States other than those shown on Schedule 7.1.1 hereto so long as Borrower Grantor 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 complied with its best efforts obligations with respect to such Inventory each of the leased premises in accordance with Section 3(c); (C) in a warehouse or Equipment. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, 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 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 a warehousemanbailee, bailee or processor, provided that the Agent has received an executed warehouseman or bailee letter from such warehousemanthe applicable Person in form and substance satisfactory to the Agent; (D) on consignment, bailee or processor an acceptable Lien waiver agreement and an appropriate UCC-1 financing statement provided that the Borrower has been filed with the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order taken all actions necessary to perfect, or to maintain the uninterrupted perfection of, Agent's security interest protect its interests in such InventoryCollateral against such consignees and their creditors (including the filing of precautionary financing statements against such consignees and has provided to Agent an assignment of such financing statements); or (E) in transit to one of the foregoing locations.

Location of Collateral. All tangible items of Collateral, other than Inventory in transittransit and motor vehicles, shall will at all times be kept by Borrower Borrowers at one or more of the business locations of Borrower set forth in Schedule 7.1.1 hereto Exhibit 4.6 and shall not be moved therefromnot, without the prior written approval of AgentLender, except that in the absence of be moved therefrom except, prior to an Event of Default and acceleration subsequent to an Event of the maturity of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral Default except to the extent authorized by Section 9.2.10 hereof and Lender has provided Borrowers with written notice to the contrary, for (iiA) move sales of Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all ordinary course of business; (B) the storage of Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in at locations within the continental United States other than those shown on Schedule 7.1.1 hereto so long as Exhibit 4.6 if (i) any Borrower has given Agent at least 15 Business Days prior gives Lender written notice of such the new storage location and at least thirty (30) days prior to moving any storing 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 otherwise maintain any Collateral (other than Collateral, 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 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, AgentLender's security interest in such InventoryInventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither the applicable 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 unreasonably restricted, (iv) the owner of such premises agrees with Lender to subordinate or 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; provided, however, if any Borrower fails to meet requirements of clauses (i) through (v) but the amount of Inventory stored at any such location is less than $500,000 in the aggregate for all such locations, then the sole consequence of such failure shall be the exclusion of such Inventory from the determination of the Borrowing Base; (C) removals in connection with dispositions of tangible fixed assets that are authorized by Section 9.2(N) hereof; (D) removal of Equipment for purposes of repair or maintenance; (E) location of Equipment at sites other than referred to above in connection with the leasing thereof to customers, the use thereof by subcontractors in connection with performing of production or other activities for the benefit of Borrowers or for other purposes related to the conduct of the business of Borrowers, provided that (i) the aggregate fair market value thereof does not exceed $250,000 and (ii) Borrowers has taken steps satisfactory to Lender to maintain the priority and perfection of Lender's security interest therein and (F) to the extent not covered by the foregoing subsections (B), (C), (D) and (E) Equipment at locations other than as set forth in Exhibit 4.6 having an aggregate fair market value of not more than $250,000.

Location of Collateral. All tangible items of Collateral, other than Inventory in transittransit and motor vehicles, shall will 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 Exhibit C and shall not be moved therefromnot, without the prior written approval of AgentLender, except that in the absence of be moved therefrom except, prior to an Event of Default and the acceleration of the maturity of the Obligations in consequence thereof, Borrower may for (iA) 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 in the aggregate, as to all ordinary course of business; (B) the storage of Inventory or Equipment, is less than $500,000) or any record relating to any Collateral to a location in at locations within the continental 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 otherwise maintain any Collateral (other than Collateral, 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 Exhibit C if (i) Borrower is gives Lender written notice of the owner of new storage location at least thirty (30) days prior to storing Inventory at 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 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, AgentLender's security interest in such InventoryInventory 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 premises 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 a period not to exceed three (3) months in any event) of Equipment from a location set forth on Exhibit C 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 (D) removals in connection with dispositions of Equipment that are authorized by Section 7.4 hereof. Notwithstanding anything else herein to the contrary, Inventory (i) with an aggregate value of less than $100,000 may be in transit, to, or at, a trade show or the home or office of a sales representative of Borrower, and (ii) with an aggregate value of less than $30,000 may be held by third parties, including but not limited to Borrower's customers, to demonstrate the benefit of Borrower's products.

Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrower at one or more of (a) Each Grantor represents and warrants to the business locations of Borrower set forth in Schedule 7.1.1 hereto Agent and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower may Lenders that: (i) make sales or SCHEDULE 4 attached hereto is a correct and complete list of the location of such Grantor's chief executive office, the location of its books and records, the locations of the Collateral (other dispositions of than (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 extent authorized by Section 9.2.10 hereof Agent is located and (C) locations of Inventory in the form of raw materials, PROVIDED, that the aggregate amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000); and (ii) move Inventory or Equipment SCHEDULE 4 correctly identifies (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less than $500,000A) 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 facilities and prior to moving locations that are not owned by such Grantor and (B) any Inventory of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, the lessors or Equipment to the operators of such location there have been filed any UCC-1 financing statements facilities and any other appropriate documentation necessary to perfect or continue the perfection of Agent's first priority Liens with respect to such Inventory or Equipmentlocations. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall Each Grantor covenants and agrees that it will not be permitted to keep, store or otherwise (i) maintain any Collateral (other than Collateral(A) in-transit Inventory, which (B) Inventory that was excluded from the Eligible Collateral in the most recent Borrowing Base Certificate delivered to the Agent and (C) Inventory in the form of raw materials, PROVIDED, that the aggregate as to amount of all Collateral, is less than Eligible Inventory in the form of raw materials does not exceed $500,00010,000,000) at any location (including any location described in Section 7.1.1), unless (i) Borrower is the owner of other than those locations listed for such locationGrantor on SCHEDULE 4, (ii) Borrower leases otherwise change or add to any of such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)locations, or (iii) change the Collateral consists location of its chief executive office from the location identified in SCHEDULE 4, unless it gives the Agent at least thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory placed with a warehouseman(other than Inventory located at contractors' premises or xxxxx, bailee in-transit Inventory and xxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors' premises or processorxxxxx, 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 warehouseman, bailee or processor an acceptable Lien waiver agreement premises in form and an appropriate UCC-1 financing statement has been filed with substance satisfactory to the appropriate Governmental Authority in the jurisdiction where such warehouseman, bailee or processor is located in order to perfectAgent, or (iii) 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 satisfactory to maintain the uninterrupted perfection ofAgent; PROVIDED, Agent's security interest HOWEVER, that in each case the Agent may in its sole discretion waive such Inventoryrequirement in writing to such extent and under such conditions as the Agent may from time to time in its sole discretion determine.

Location of Collateral. All tangible items of Collateral, other than Inventory in transittransit and motor vehicles, shall at all times be kept by Borrower Credit Parties at one or more of the business locations of Borrower Credit Parties set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior written approval of Agent, except that in the absence of an Event of Default and acceleration of the maturity of the Obligations in consequence thereof, Borrower Credit Parties may (i) make sales or other dispositions of any Collateral to the extent authorized by Section 9.2.10 hereof and 9.2.9 hereof, (ii) move Inventory or Equipment (other than Inventory and Equipment which in the aggregate, as to all Inventory or Equipment, is less 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 Credit Parties have given Agent at least 15 30 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 EquipmentEquipment and (iii) move Inventory and Equipment which is not included in the Borrowing Base, having an aggregate value of less than $40,000,000, to a location in the United States other than those shown on Schedule 7.1.1 hereto, and without notifying Agent ("Permitted Offsite Collateral"). Notwithstanding anything to the contrary contained in this Agreement, Borrower Credit Parties shall not be permitted to keep, store or otherwise maintain any Collateral (other than Collateral, 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 a Credit Party is the owner of such location, (ii) Borrower a Credit Party leases such location and the landlord has executed in favor of Agent a Landlord Waiver (or Agent has imposed a Rent Reserve)Waiver, or (iii) the Collateral 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 jurisdiction where such warehouseman, bailee or processor is located in order to perfect, or to maintain the uninterrupted perfection of, Agent's security interest in such Inventory, or (iv) such constitutes Permitted Offsite Collateral.