Common use of Location of Collateral Clause in Contracts

Location of Collateral. 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, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify the Agent two (2) days after any location becomes a Key --- Location and will submit to Agent an 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 located at such Key Location will be ineligible unless and until such documentation has been obtained.

Location of Collateral. (a) Each Borrower Grantor represents and warrants to the ---------------------- Agent and the Lenders that: (ai) Schedule 6.3 4 attached hereto is a correct and complete list of ------------ the Borrower's location of such Grantor’s chief executive office, the location of its books and records, the locations of the CollateralCollateral (other 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 Agent is located and the (C) locations of Inventory in the form of raw materials, provided, that the aggregate amount of all Eligible Inventory in the form of its other places of businessraw materials does not exceed $10,000,000); and (bii) Schedule 6.3 4 correctly identifies (A) any of such facilities and ------------ locations that are not owned by the Borrower such Grantor and (B) any of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, consignees, processors, warehousemen, and the lessors or sublessors the operators of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. Each Borrower Grantor covenants and agrees that it will not (i) maintain any Collateral (other than (A) in-transit Inventory, (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 amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000) at any location other than those locations listed for the Borrower such Grantor on Schedule 6.34, (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 6.34, unless it gives the Agent at least twenty ------------ thirty (2030) 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 Borrower Grantor represents that all of its Inventory (other than Inventory in transitlocated at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) will be, located either (ai) on premises owned by the Borrowersuch Grantor, (bii) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (ciii) in a public warehousewarehouse or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable public warehouseman Person in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify ; provided, however, that in each case the Agent two (2) days after any location becomes a Key --- Location may in its sole discretion waive such requirement in writing to such extent and will submit under such conditions as the Agent may from time 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 time in Subsections (b) and (c) above. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtainedits sole discretion determine.

Location of Collateral. Each Borrower represents and warrants to All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at one or more of 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 business locations of a Borrower set forth in Schedule 7.1.1 hereto and shall not be moved therefrom, without the Collateralprior written approval of Lender, except that in the absence of an Event of Default 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 acceleration of the owners, consignees, processors, warehousemen, and lessors or sublessors of and, to the best maturity of the Borrower's knowledgeObligations in consequence thereof, the holders of any mortgages on, such facilities and locations. Each a Borrower covenants and agrees that it will not (i) may make sales or other dispositions of Collateral to the extent authorized by Section 9.2.10 hereof and (ii) move Inventory or Equipment or any record relating to any Collateral to a location in the United States other than those shown on Schedule 7.1.1 hereto so long as Borrowers have given Lender at least 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 Lender’s first priority Liens with respect to such Inventory or Equipment. Notwithstanding anything to the contrary contained in this Agreement, no Borrower shall be permitted to keep, store or otherwise maintain any Collateral at any location other than those locations listed for (including any location described in Schedule 7.1.1) unless (i) such Borrower is the Borrower on Schedule 6.3owner of such location, (ii) otherwise change such Borrower leases such location and the landlord has executed in favor of Lender a Landlord Waiver or add Lender has established a Rent Reserve with respect to any of such ------------ locationslocation, or (iii) change the location Collateral consists of its chief executive office Inventory placed with a warehouseman, bailee or a processor and Lender has received from the location identified in Schedule 6.3such warehouseman, 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, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrowerbailee or processor an acceptable Lien waiver agreement or Lender has established a Rent Reserve with respect to such location, provided that the Agent has, if requested foregoing restriction shall not apply to non-Inventory Collateral maintained by a Borrower at a sales office or to any Collateral maintained by a Borrower outside the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify the Agent two (2) days after any location becomes a Key --- Location and will submit to Agent an 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 located at such Key Location will be ineligible unless and until such documentation has been obtainedUnited States.

Location of Collateral. Each Borrower Loan Party represents and warrants to the ---------------------- Agent and the Lenders that: (a) Schedule SCHEDULE 6.3 is a correct and complete list of ------------ the Borrowersuch 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 SCHEDULE 6.3 correctly identifies any of such facilities and ------------ locations that are not owned by the Borrower such Loan Party and sets forth the names of the owners, consignees, processors, warehousemen, owners and lessors or sublessors of and, to the best of the Borrowersuch Loan Party's knowledge, the holders of any mortgages on, such facilities and locations. Each Borrower Loan Party covenants and agrees that it will not (ix) maintain any Collateral at any location other than those locations listed for the Borrower such Loan Party on Schedule SCHEDULE 6.3, (iiy) otherwise change or add to any of such ------------ locations, or (iiiz) change the location of its chief executive office from the location identified in Schedule SCHEDULE 6.3, unless it gives the Agent at least twenty ------------ ten (2010) days' 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 Borrower Loan Party represents that all of its Inventory (other than Inventory in transittransit and Inventory located at a customer's location) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrowersuch Loan Party, (bB) on premises leased by the Borrowersuch Loan Party, provided PROVIDED that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (cC) in a public warehousewarehouse or with a bailee, provided PROVIDED that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman Person 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 located at such Key Location will be ineligible unless and until such documentation has been obtained.

Location of Collateral. Each The Borrower represents and warrants to the ---------------------- Agent and the Lenders thatthat except as modified by notices from the Borrower pursuant to and in accordance with the immediately succeeding sentence: (a) Schedule 6.3 is a correct and complete list of ------------ the Borrower's chief executive office, the location of its books and records, the locations of 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, consignees, processors, warehousemen, 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. Each 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 twenty ------------ thirty (2030) 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 the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located maintained either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the AgentAgent (except that with respect to premises leased by the Borrower on the date hereof, such landlord waivers shall be received by the Agent no later than 90 days after the Closing Date), or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable public warehouseman in form and substance reasonably satisfactory to the Agent. All Key Locations are set forth Agent (except that with respect to public warehouses utilized by the Borrower on Exhibit ------- "I". ABT the date hereof, such bailee letters shall notify be received by the Agent two (2) no later than 90 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 located at such Key Location will be ineligible unless and until such documentation has been obtainedClosing Date).

Location of Collateral. Each The Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (ai) Schedule 6.3 is a correct and complete list of ------------ the Borrower's and each Guarantor's state or province of formation, chief executive office, the location of its books and records, the locations of the CollateralCollateral and the Guarantor Collateral with respect to the Borrower and such Guarantor, and the locations of all of its other places of business; and (bii) 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 the relevant Guarantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each The Borrower covenants and agrees that it will not and will not permit any Guarantor to (ix) maintain any Collateral with respect to the Borrower at any location other than those locations listed for the Borrower Borrower, and with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (iiy) otherwise change or add to any of such ------------ locations, or (iiiz) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least twenty ------------ thirty (2030) 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 the Borrower represents that all of its and LDM Canada's Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the BorrowerBorrower or LDM Canada, as the case may be, (bB) on premises leased by the BorrowerBorrower or LDM Canada, as the case may be, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (cC) in a public warehouse, ; provided that the Agent has, if requested by the Agent, has 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 As to each location, the Agent two for the benefit of Lenders shall have filed state (2and, to the extent required, local) days after any location becomes a Key --- Location UCC-1 financing statements; as to all leased and will submit bailment location, the Borrower shall use and shall cause LDM Canada to Agent an updated Exhibit "I". ABT will have thirty ----------- (30) days from the date a location becomes a Key Location use all reasonable efforts to obtain the appropriate documentation described in Subsections (b) landlord and (c) above. Thereafter bailee waivers; as to all Inventory located at such Key Location will be ineligible unless and until such documentation has bailment locations for which bailee waiver letters have not been obtained, the Agent shall have delivered to the bailee a notice of lien under Article 9 of the UCC.

Location of Collateral. Each The Borrower represents and warrants to the ---------------------- Agent 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, consignees, processors, warehousemen, 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. Each 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 Co-Agents at least twenty ------------ thirty (2030) 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, each the Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided or (c) in a third-party warehouse or with a bailee. Borrower further represents that the Agent has(i) with respect all Inventory located on premises leased by Borrower, if Administrative Agent has requested by a landlord waiver for such location, either the Agent, Administrative Agent shall have received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentCo-Agents, or Borrower shall have used commercially reasonable efforts to obtain such waiver, and (cii) with respect to all Inventory located in a public warehouse, provided that the Agent hasthird-party warehouse or with a bailee, if the Administrative Agent has requested by a bailee letter for such Inventory, the Agent, Administrative Agent shall have received an executed bailee letter from the applicable public warehouseman Person 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 located at such Key Location will be ineligible unless and until such documentation has been obtainedCo-Agents.

Location of Collateral. Each Borrower Grantor represents and warrants to the ---------------------- Agent and the Lenders that: (ai) Schedule 6.3 4 attached hereto is a correct and complete list of ------------ the Borrower's location of such Grantor’s chief executive office, the location of its books and records, the locations of the CollateralCollateral (other than (A) in-transit Inventory, (B) any location at which Inventory excluded from the Eligible Inventory in the most recent Borrowing Base Certificate delivered to the Agent is located and the (C) locations of Inventory in the form of raw materials, provided, that the aggregate amount of all Eligible Inventory in the form of its other places of businessraw materials does not exceed $10,000,000); and (bii) Schedule 6.3 4 correctly identifies (A) any of such facilities and ------------ locations that are not owned by the Borrower such Grantor and (B) any of such facilities and locations in which such Grantor is not a tenant and sets forth the names of the owners, consignees, processors, warehousemen, and the lessors or sublessors the operators of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. Each Borrower Grantor covenants and agrees that it will not (i) maintain any Collateral (other than (A) in-transit Inventory, (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 amount of all Eligible Inventory in the form of raw materials does not exceed $10,000,000) at any location other than those locations listed for the Borrower such Grantor on Schedule 6.34, (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 6.34, unless it gives the Agent at least twenty ------------ thirty (2030) 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 Borrower Grantor represents that all of its Inventory (other than Inventory in transitlocated at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) is, and covenants that all of its Inventory (other than Inventory located at contractors’ premises or mxxxx, in-transit Inventory and bxxx and hold Inventory) will be, located either (ai) on premises owned by the Borrowersuch Grantor, (bii) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (ciii) in a public warehousewarehouse or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable public warehouseman Person in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify ; provided, however, that in each case the Agent two (2) days after any location becomes a Key --- Location may in its sole discretion waive such requirement in writing to such extent and will submit under such conditions as the Agent may from time 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 time in Subsections (b) and (c) above. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtainedits sole discretion determine.

Location of Collateral. Each Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (a) Schedule SCHEDULE 6.3 is a correct and complete list of ------------ the such Borrower's chief executive office, jurisdiction of organization, the location of its books and records, the locations of the CollateralCollateral (other than Inventory in transit, rolling stock, and Collateral in the Agent's possession), and the locations of all of its other places of business; and (b) Schedule SCHEDULE 6.3 correctly identifies any of such facilities and ------------ locations that are not owned by the such Borrower and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower covenants and agrees that it will not (ix) maintain any Collateral (other than Inventory in transit, rolling stock, and Collateral in the Agent's possession) at any location other than those locations listed for the such Borrower on Schedule SCHEDULE 6.3, (iiy) otherwise change or add to any of such ------------ locations, or (iiiz) change the location of its chief executive office and jurisdiction of organization from the location identified in Schedule SCHEDULE 6.3, unless it gives the Agent at least twenty ------------ thirty (2030) days' 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 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 (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the such Borrower, or (bB) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form Borrower and substance satisfactory to the Agent, or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are set forth included 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 located at such Key Location will be ineligible unless and until such documentation has been obtainedSCHEDULE 6.3.

Location of Collateral. Each The Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (ai) 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 CollateralCollateral and the Guarantor Collateral with respect to the Borrower and such Guarantor, and the locations of all of its other places of business; and (bii) 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 the relevant Guarantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each The Borrower covenants and agrees that it will not and will not permit any Guarantor to (ix) maintain any Collateral with respect to the Borrower at any location other than those locations listed for the Borrower Borrower, and with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (iiy) otherwise change or add to any of such ------------ locations, or (iiiz) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least twenty ------------ thirty (2030) 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 the Borrower represents that all of its and LDM Canada's Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the BorrowerBorrower or LDM Canada, as the case may be, (bB) on premises leased by the BorrowerBorrower or LDM Canada, as the case may be, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (cC) in a public warehouse, ; provided that the Agent has, if requested by the Agent, has 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 As to each location, the Agent two for the benefit of Lenders shall have filed state (2and, to the extent required, local) days after any location becomes UCC-1 financing statements; as to all leased and bailment location, the Borrower shall use and shall cause each LDM Canada to use all reasonable efforts to obtain landlord and bailee waivers; as to all bailment locations for which bailee waiver letters have not been obtained, the Agent shall have delivered to the bailee a Key --- Location notice of lien under Article 9 of the UCC; and will submit for all leased locations as to Agent an updated Exhibit "I". ABT will which waiver letters have not been obtained within thirty ----------- (30) days from after the date a location becomes a Key Location Closing Date, the Inventory at those leased locations shall cease to obtain the appropriate documentation described in Subsections (b) and (c) abovebe Eligible Inventory. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtained.6.4

Location of Collateral. Each Borrower represents and warrants to the ---------------------- Agent Lender that: after giving effect to the Acquisition and the Lenders that: addition of Oz and TSE as Borrowers hereunder, (a) Schedule 6.3 is a correct and complete list of ------------ the Borrower's Borrowers' chief executive officeoffices, the location of its their books and records, the locations of the Collateral, and the locations of all of its other places of businessbusiness 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, consignees, processors, warehousemen, 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. Each Borrower covenants and agrees that it will not (ia) maintain any Collateral at any location other than those locations listed for the such Borrower on Schedule 6.3, (iib) otherwise change or add to any of such ------------ locations, or (iiic) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent Lender at least twenty ------------ thirty (2030) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent Lender reasonably requests in connection therewith. Without limiting the foregoing, each Borrower represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the such Borrower, (b) on premises leased by the such Borrower, provided that the Agent Lender has, if requested by the AgentLender, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentLender within thirty (30) days after the Closing Date, or (c) in a public warehousewarehouse or with a bailee, provided that the Agent Lender has, if requested by the AgentLender, received an executed bailee letter from the applicable public warehouseman Person 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 located at such Key Location will be ineligible unless and until such documentation has been obtainedLender.

Location of Collateral. Each The Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (ai) Schedule 6.3 is a correct and complete list of ------------ the Borrower's and each Guarantor's state or province of formation, chief executive office, the location of its books and records, the locations of the CollateralCollateral and the Guarantor Collateral with respect to the Borrower and such Guarantor, and the locations of all of its other places of business; and (bii) 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 the relevant Guarantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each The Borrower covenants and agrees that it will not and will not permit any Guarantor to (ix) maintain any Collateral with respect to the Borrower at any location other than those locations listed for the Borrower Borrower, and with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (iiy) otherwise change or add to any of such ------------ locations, or (iiiz) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least twenty ------------ thirty (2030) 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 the Borrower represents that all of its and LDM Canada's Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the BorrowerBorrower or LDM Canada, as the case may be, (bB) on premises leased by the BorrowerBorrower or LDM Canada, as the case may be, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (cC) in a public warehouse, ; provided that the Agent has, if requested by the Agent, has 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 As to each location, the Agent two for the benefit of Lenders shall have filed state (2and, to the extent required, local) days after any location becomes a Key --- Location UCC-1 financing statements; as to all leased and will submit bailment location, the Borrower shall use and shall cause LDM Canada to Agent an updated Exhibit "I". ABT will have thirty ----------- (30) days from the date a location becomes a Key Location use all reasonable efforts to obtain the appropriate documentation described in Subsections (b) landlord and (c) above. Thereafter bailee waivers; as to all Inventory located at such Key Location will be ineligible unless and until such documentation has bailment locations for which bailee waiver letters have not been obtained, the 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, the Inventory at those leased locations shall not constitute Eligible Inventory.

Location of Collateral. (a) Each Borrower Grantor represents and warrants to the ---------------------- Agent and the Lenders that: (aA) Schedule 6.3 I hereto is a correct and complete list of ------------ the Borrowersuch Grantor's chief executive office, the location of its books and records, the locations of the Collateral, Collateral in which such Grantor has an interest and the locations of all of its other places of business; and (b) Schedule 6.3 I hereto correctly identifies any of such facilities and ------------ locations that are not owned by the Borrower such Grantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower Grantor covenants and agrees that it will not (i) maintain any Collateral in which it has an interest at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3, I hereto (ii) otherwise change or add to any of such ------------ locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3I hereto, unless it gives the Agent at least twenty ------------ thirty (2030) days' (or such lesser number of days agreed to by the Agent) 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 Borrower Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowersuch Grantor, (b) on premises leased by the Borrowersuch Grantor, provided that that, to the extent (and only to such extent) required by the provisions of the Credit Agreement or this Security Agreement, the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the Agent, Agent or (c) in a public warehousewarehouse or with a bailee, provided that that, to the extent (and only to such extent) required by the provisions of the Credit Agreement or this Security Agreement, the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable public warehouseman Person in form and substance reasonably 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 located at such Key Location will be ineligible unless and until such documentation has been obtained.

Location of Collateral. Each The Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (ai) 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 CollateralCollateral and the Guarantor Collateral with respect to the Borrower and such Guarantor, and the locations of all of its other places of business; and (bii) 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 the relevant Guarantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each The Borrower covenants and agrees that it will not and will not permit any Guarantor to (ix) maintain any Collateral with respect to the Borrower at any location other than those locations listed for the Borrower Borrower, and with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (iiy) otherwise change or add to any of such ------------ locations, or (iiiz) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least twenty ------------ thirty (2030) 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 the Borrower represents that all of its and LDM Canada's Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the BorrowerBorrower or LDM Canada, as the case may be, (bB) on premises leased by the BorrowerBorrower or LDM Canada, as the case may be, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (cC) in a public warehouse, ; provided that the Agent has, if requested by the Agent, has 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 As to each location, the Agent two for the benefit of Lenders shall have filed state (2and, to the extent required, local) days after any location becomes a Key --- Location UCC-1 financing statements; as to all leased and will submit bailment location, the Borrower shall use and shall cause each LDM Canada to Agent an updated Exhibit "I". ABT will have thirty ----------- (30) days from the date a location becomes a Key Location use all reasonable efforts to obtain the appropriate documentation described in Subsections (b) landlord and (c) above. Thereafter bailee waivers; as to all Inventory located at such Key Location will be ineligible unless and until such documentation has bailment locations for which bailee waiver letters have not been obtained, the Agent shall have delivered to the bailee a notice of lien under Article 9 of the UCC.

Location of Collateral. Each Borrower represents The Grantors represent and warrants warrant to the ---------------------- Collateral Agent and the Lenders that: (a) Schedule 6.3 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 ------------ the Borrower's 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 6.3 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 Borrower Grantors and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower covenants The Grantors covenant and agrees agree that it they will not (i) maintain any Collateral at any location other than those locations listed for the Borrower Grantors on Schedule 6.3I, (ii) otherwise change or add to any of such ------------ locations, or (iii) change the location of its their chief executive office from the location identified in Schedule 6.3I, or the jurisdiction of any Grantor’s jurisdiction of incorporation or organization from the jurisdiction identified in Schedule II, unless it gives they give the Collateral Agent at least twenty ------------ thirty (2030) days' ’ prior written notice thereof and executes execute any and all financing statements and other documents that the Collateral Agent reasonably requests in connection therewith. Without limiting the foregoing, each Borrower Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (ax) on premises owned by the Borrowersuch Grantor, (by) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentGrantor, or (cz) in a public warehouse, provided that the Agent has, if requested by the Agent, received an executed warehouse or with a 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 located at such Key Location will be ineligible unless and until such documentation has been obtainedor consignee.

Location of Collateral. 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 All 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, motor vehicles, trailers and vessels, will at all times be kept by Borrower at one or more of the business locations set forth in Exhibit B and shall not, without the prior written approval of Lender, be moved therefrom except, prior to an Event of Default, for (A) is, and covenants that all sales of its Inventory will be, located either in the ordinary course of business; (aB) the storage of Inventory at locations within the continental United States other than those shown on premises owned by Exhibit B if (i) Borrower gives Lender written notice of the Borrowernew storage location at least 60 days prior to storing Inventory at such location, (bii) on Lender's security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither Borrower's nor Lender's right of entry upon the premises leased by where such Inventory is stored, or its right to remove the BorrowerInventory therefrom, provided that is in any way restricted, (iv) the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord owner of such premises agrees with Lender not to assert any landlord's, bailee's or other Lien in form respect of the Inventory for unpaid rent or storage charges, and substance satisfactory (v) all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Agent, or Lender; (cC) temporary transfers (for a period not to exceed three months in any event) of Equipment from a public warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are location set forth on Exhibit ------- "I". ABT shall notify B to another location if done for the Agent two limited purpose of repairing, refurbishing or overhauling such Equipment in the ordinary course of Borrower's business; (2D) days after 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 location becomes a Key --- Location and will submit to Agent an updated Exhibit "I". ABT will have thirty ----------- (30Equipment securing the Term Loan) days 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 date a location becomes a Key Location to obtain the appropriate documentation described in Subsections (b) and (c) above. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtainedbusiness locations set forth on Exhibit B does not exceed $400,000.

Location of Collateral. Each Borrower Obligated Party represents and warrants to each of the ---------------------- Agent Agents and the Lenders that: (a) , as of the Closing Date, Schedule 6.3 is 10.3 contains a correct and complete list of ------------ (a) the Borrower's location of such Obligated Party’s chief executive office, the (b) each location of its books and records, the locations (c) each location and address where any Collateral is held (other than any location or address of any Inventory that as of the CollateralClosing Date 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), (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 locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any cost of such facilities Inventory and ------------ locations that are not owned by Transportation Equipment and the Borrower net book value of Inventory 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, Fixed Assets at such facilities and locationslocation. Each Borrower Obligated Party covenants and agrees that it will not maintain any Collateral (other than (i) maintain any Collateral Transportation Equipment or (ii) Inventory which is in the possession of, or in transit to or from, a customer of a Borrower that is leasing such Inventory from such Borrower and Inventory in transit from one location on Schedule 10.3 (or such other location identified to the Agents in accordance with this Section 10.3) to another such location in the ordinary course of such Borrower’s business) at any location other than those locations listed for the Borrower on such Obligated Party in Schedule 6.310.3, (ii) otherwise change or add to any of the locations listed for such ------------ locationsObligated Party in Schedule 10.3, or (iii) change the location of its chief executive office from the location identified in Schedule 6.310.3 unless, unless in any such case, it gives each of the Agent Agents at least twenty ------------ (20) days' 30 days prior written notice thereof and executes authorizes the filing of any and all financing statements and executes any other documents that either of the Agent requests Agents reasonably request in connection therewith; provided, however, that if a Borrower enters into a lease for a new retail branch, such Borrower shall notify the 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 premises 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 108 Inventory” and/or clause (h) of the definition of “Eligible Transportation Equipment”. Without limiting the foregoing, each Borrower Obligated Party represents that all of its Inventory (other than Inventory in transittransit 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) is, and covenants that all of its Inventory will be, located either (ax) on premises owned by the Borrowersuch Obligated Party, (by) on premises leased by the Borrowersuch Obligated Party, provided that the Agent has, if requested by the Agent, Agents have received an executed landlord waiver Collateral Waiver Agreement from the landlord of such premises in form and substance satisfactory to the Agentextent required by Section 10.2(c) (but subject to the proviso of the immediately preceding sentence), or (cz) in the possession of a public warehouserepresentative, agent, warehouseman, consignee, or bailee, provided that the Agent has, if requested by the Agent, Agents have received an executed bailee letter Collateral Waiver Agreement from the applicable public warehouseman in form and substance satisfactory warehouseman, representative, agent, consignee, or bailee to the Agentextent required by Section 10.2(c). All Key Locations are set forth on Exhibit ------- "I". ABT shall notify Each Obligated Party represents and warrants to each of the Agent two (2) days after any location becomes a Key --- Location Agents and will submit to Agent an updated Exhibit "I". ABT will have thirty ----------- (30) days from the date Lenders that all Transportation Equipment is based out of a location becomes a Key Location to obtain listed in Schedule 10.3 or, so long as it gives each of the appropriate documentation described Agents at least 30 days prior written notice thereof, another retail branch of an Obligated Party located in Subsections (b) and (c) above. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtainedthe United States.

Location of Collateral. Each Borrower represents and warrants that, except for Collateral which has been delivered to Agent under the ---------------------- terms hereof or over which Agent and the Lenders thathas Control, is in-transit Collateral, or is maintained on an electronic system: (a) Schedule 6.3 4.4 is a correct and complete list of ------------ the Borrower's chief executive office, the location locations of its all of books and recordsrecords concerning the Collateral, the locations of the CollateralCollateral (other than bank accounts and amounts on deposit therein), and the locations of all of its other such Borrower’s places of businessbusiness as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) Schedule 6.3 correctly identifies any the Collateral shall remain at all times in the possession 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(or, to the best extent contemplated by the Loan Documents, in the possession or control of the Borrower's knowledgeAgent, the holders of any mortgages on, such facilities and locationsor in-transit or maintained on an electronic system). Each Borrower covenants and agrees that that, except for Collateral in the possession of Agent, or over which Agent has Control, is in-transit, or is maintained on an electronic system, it will not (i) maintain any the Collateral at any location other than those locations listed for the Borrower on in Schedule 6.34.4, (ii) and will not otherwise change or add to any of such ------------ those locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the such Borrower promptly executes and delivers to Agent at least twenty ------------ (20) days' prior written notice thereof and executes any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the Agent requests in connection therewith. Without limiting contrary, upon the foregoingoccurrence and during the continuance of an Event of Default, each Borrower represents that shall upon Agent’s request immediately deliver to Agent all of its Inventory (other than Inventory Contracts and related Security Documents then existing and thereafter arising. With respect to Contracts in transit) iselectronic form, such Collateral shall be stored on an electronic system, which system must be at all times accessible by, and covenants acceptable to, Agent (unless the Electronic Contract Conditions are satisfied with respect to such Contracts that all are Electronic Contracts). Borrowers shall comply with any further requirements that Agent may, from time to time, reasonably require in connection with the perfection of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises ’s security interest in form and substance satisfactory to the Agent, or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify the Agent two (2) days after any location becomes a Key --- Location and will submit to Agent an 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 located at such Key Location will be ineligible unless and until such documentation has been obtainedCollateral stored electronically.

Location of Collateral. Each Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (a) Schedule 6.3 is a correct and complete list of ------------ the such Borrower's state of incorporation, chief executive office, the location of its books and records, the locations of the CollateralCollateral (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 the such Borrower and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the such Borrower on Schedule 6.3, (ii) otherwise change or add to any of such ------------ locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, or reincorporate in any other jurisdiction, unless it gives the Agent at least twenty ------------ thirty (2030) 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, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the such Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a public warehousewarehouse or with a bailee, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman Person 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 located at such Key Location will be ineligible unless and until such documentation has been obtained.

Location of Collateral. Each Borrower represents and warrants to the ---------------------- Agent and the Lenders that: (a) Schedule 6.3 5.3 is a correct and complete list of ------------ the such Borrower's chief executive office, the location of its books and records, the locations of the CollateralCollateral with respect to such Borrower, and the locations of all of its other places of business; and (b) Schedule 6.3 5.3 correctly identifies any of such facilities and ------------ locations that are not owned by the such Borrower and sets forth the names of the owners, consignees, processors, warehousemen, owners and lessors or sublessors of of, and, to the best of the such 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 with respect to such Borrower at any location other than those locations listed for the such Borrower on Schedule 6.35.3, (ii) otherwise change or add to any of such ------------ locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.35.3, unless it gives the Agent at least twenty ------------ thirty (2030) 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, and covenants that all of its Inventory will be, located either (a) on premises owned by the such Borrower, (b) on premises leased by the such Borrower, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, has 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 located at such Key Location will be ineligible unless and until such documentation has been obtained.

Location of Collateral. Each Borrower Grantor represents and warrants to the ---------------------- Agent and the Lenders that: (aA) Schedule 6.3 I is a correct and complete list of ------------ the Borrowereach Grantor's chief executive office, the location of its books and records, the locations of the Collateral, Collateral and the Equipment and the locations of all of its other places of business; and (bB) 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 the Borrower each Grantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower Grantor covenants and agrees that it will not (ia) maintain any material portion of its Collateral or Equipment at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3I, (ii) otherwise change 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 add to any of such ------------ locationsother locations provided Agent shall have a perfected security interest in the Collateral or Equipment located therein, or (iiib) change the location of its chief executive office from the location identified in Schedule 6.3I, 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 twenty ------------ thirty (2030) 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 Borrower Grantor represents that all material portions of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowersuch Grantor, (b) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the AgentCo-Agents, or (c) in a public warehousewarehouse or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable public warehouseman Person in form and substance reasonably satisfactory to the AgentCo-Agents. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify the Agent two (2) days after Each Grantor further covenants and agrees that it will not move any material portion of its Collateral or Equipment to any location becomes a Key --- Location and will submit other than those locations listed for such Grantor on Schedule I, as updated from time to Agent an updated Exhibit "I". ABT will have thirty ----------- (30) days from time in accordance with the date a location becomes a Key Location updating provisions relating to obtain the appropriate documentation schedules as described in Subsections Section 6.3 of the Credit Agreement, unless such Grantor shall first: (a) provide reasonable notice to Agent, to include a detailed description of the location and Collateral or Equipment to be moved, and (b) execute such financing statements and (c) above. Thereafter all Inventory located at other documents for such Key Location will be ineligible unless and until such documentation has been obtainedother actions as Agent reasonably requests to perfect its security interest therein.

Location of Collateral. Each Borrower represents Description Location ----------- --------- EXHIBIT I [Form of] SUBSIDIARY GUARANTEE AGREEMENT dated as of August 13, 1999, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a "Subsidiary Guarantor" and warrants collectively, the "Subsidiary Guarantors") of INTERSIL CORPORATION, a Delaware corporation (the "Borrower"), and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch ("CSFB"), as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Credit Agreement referred to below). Reference is made to the ---------------------- Agent and Credit Agreement dated as of August 13, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Intersil Holding Corporation, a Delaware corporation ("Holdings"), the lenders from time to time party thereto (the "Lenders"), CSFB, as administrative agent for the Lenders that: (a) Schedule 6.3 is a correct in such capacity, the "Administrative Agent"), and complete list as Collateral Agent, swingline lender and an issuing bank, Xxxxxxx Xxxxx Xxxxxx Inc., as syndication agent, and Xxxxxx Guaranty Trust Company of ------------ New York, as documentation agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower's chief executive office, the location of its books and records, the locations of the Collateral, and the locations Issuing Bank has agreed to issue Letters of all Credit for the account of its other places the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of business; and (b) Schedule 6.3 correctly identifies any the Subsidiary Guarantors is a wholly owned Subsidiary 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 acknowledges 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 derive substantial benefit from the location identified in Schedule 6.3, unless it gives making of the Agent at least twenty ------------ (20) days' prior written notice thereof and executes any and all financing statements and other documents that Loans by the Agent requests in connection therewith. Without limiting the foregoing, each Borrower represents that all of its Inventory (other than Inventory in transit) isLenders, and covenants that all the issuance of its Inventory will be, located either (a) on premises owned the Letters of Credit by the BorrowerIssuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, (b) on premises leased among other things, the execution and delivery by the BorrowerSubsidiary Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, provided that the Agent hasSubsidiary Guarantors are willing to execute this Agreement. Accordingly, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify the Agent two (2) days after any location becomes a Key --- Location and will submit to Agent an 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 located at such Key Location will be ineligible unless and until such documentation has been obtained.parties hereto agree as follows:

Location of Collateral. Each Borrower Grantor represents and warrants to the ---------------------- Agent and the Lenders Purchaser that: (a) Schedule 6.3 I is a correct and complete list of ------------ the Borrower's such Grantor’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule 6.3 I correctly identifies any of such facilities and ------------ locations that are not owned by the Borrower such Grantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower Grantor covenants and agrees that if it will not (i) maintain transfers any Collateral at to any location other than those locations listed for the Borrower on Schedule 6.3I, (ii) otherwise change changes or add adds to any of such ------------ locations, or (iii) change changes the location of its chief executive office from the location identified in Schedule 6.3I, unless it gives the Agent at least twenty ------------ (20) days' prior such Grantor shall give Purchaser written notice thereof no later than five (5) Business Days prior to such event and executes shall promptly execute any and all financing statements and other documents that the Agent Purchaser reasonably requests in connection therewith. Without limiting the foregoing, each Borrower Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (aA) on premises owned by the Borrowera Grantor, (bB) on premises leased by the Borrowera Grantor, provided that the Agent has, if requested by the Agent, Purchaser has received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the AgentPurchaser, or (cC) in a public warehousewarehouse or with a bailee, provided that the Agent has, if requested by the Agent, received each Grantor will deliver an executed bailee letter from the applicable public warehouseman bailee in form and substance satisfactory to the AgentPurchaser if Purchaser so requests in writing. All Key Locations are Except as set forth on Exhibit ------- "Schedule I". ABT shall notify , during the Agent two past five years: (1) there has been no change in the location of any Grantor’s chief executive office; and (2) days after no Grantor has done business under any location becomes a Key --- Location and will submit to Agent an updated Exhibit "I". ABT will have thirty ----------- (30) days from name other than the date a location becomes a Key Location to obtain name set forth on the appropriate documentation described signature page of this Agreement which name is the exact name specified in Subsections (b) and (c) above. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtainedits organizational documents.

Location of Collateral. Each Borrower Grantor represents and warrants to the ---------------------- Agent and the Lenders that: (aA) Schedule 6.3 I is a correct and complete list of ------------ the Borrowereach Grantor's chief executive office, the location of its books and records, the locations of the Collateral, Collateral and the Equipment and the locations of all of its other places of business; and (bB) 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 the Borrower each Grantor and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower Grantor covenants and agrees that it will not (ia) maintain any material portion of its Collateral or Equipment at any location other than those locations listed for the Borrower such Grantor on Schedule 6.3I, (ii) otherwise change 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 add to any of such ------------ locationsother locations provided Agent shall have a perfected security interest in the Collateral or Equipment located therein, or (iiib) change the location of its chief executive office from the location identified in Schedule 6.3I, 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 twenty ------------ thirty (2030) 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 Borrower Grantor represents that all material portions of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrowersuch Grantor, (b) on premises leased by the Borrowersuch Grantor, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the Agent, or (c) in a public warehousewarehouse or with a bailee, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable public warehouseman Person in form and substance reasonably satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT shall notify the Agent two (2) days after Each Grantor further covenants and agrees that it will not move any material portion of its Collateral or Equipment to any location becomes a Key --- Location and will submit other than those locations listed for such Grantor on Schedule I, as updated from time to Agent an updated Exhibit "I". ABT will have thirty ----------- (30) days from time in accordance with the date a location becomes a Key Location updating provisions relating to obtain the appropriate documentation schedules as described in Subsections Section 6.3 of the Loan Agreement unless such Grantor shall first: (a) provide reasonable notice to Agent, to include a detailed description of the location and Collateral or Equipment to be moved, and (b) execute such financing statements and (c) above. Thereafter all Inventory located at other documents for such Key Location will be ineligible unless and until such documentation has been obtainedother actions as Agent reasonably requests to perfect its security interest therein.

Location of Collateral. Each Borrower represents The Borrowers, jointly and warrants severally, represent and warrant to the ---------------------- Agent and the Lenders that: (a) Schedule SCHEDULE 6.3 is a correct and complete list of ------------ the each Borrower's chief executive office, the location of its books and records, the locations of the CollateralCollateral owned by it, and the locations of all of its other places of business; and (b) Schedule SCHEDULE 6.3 correctly identifies any of such facilities and ------------ locations that are not owned by the either Borrower and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each Borrower covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for the that Borrower on Schedule SCHEDULE 6.3, (ii) otherwise change or add to any of such ------------ new locations, or (iii) change the location of its chief executive office from the location identified in Schedule SCHEDULE 6.3, unless it gives the Agent at least twenty ------------ thirty (2030) 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, and covenants that all of its Inventory will be, located either (a) on premises owned by the that Borrower, (b) on premises leased by the that Borrower, provided that the Agent has, if requested by the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a public warehouse, provided that each as disclosed in writing to Agent. As to each location, Agent for the Agent hasbenefit of Lenders shall have filed state (and, 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 extent required, local) UCC-1 financing statements; as to all leased and bailment locations, Borrowers shall notify use all reasonable efforts to obtain landlord and bailee waivers; as to all bailment locations for which bailee waiver letters have not been obtained, Agent shall have delivered to the Agent two (2) days after any location becomes bailee a Key --- Location notice of lien under Article 9 of the UCC; and will submit for all leased locations as to Agent an updated Exhibit "I". ABT will which waiver letters have not been obtained within thirty ----------- (30) days from after the date a location becomes a Key Location Closing Date, the Inventory at those leased locations shall cease to obtain the appropriate documentation described in Subsections (b) and (c) above. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtainedEligible Inventory.

Location of Collateral. Each Borrower represents On the Closing Date, Schedule 4.08 hereof lists all locations or places at which a Lien Waiver Agreement or similar agreement has been executed in favor of the Revolving Collateral Agent by a Person who owns or occupies such location or places as of the Closing Date. Such Grantor shall not move any Collateral (other than Collateral under repair at third party locations, Collateral at locations of construction jobs in progress, Inventory, Rolling Stock and warrants mobile Equipment in transit) other than an immaterial portion thereof, to any location that is not a location listed in Schedule 4.08 hereof, Real Property owned by the Grantors or Real Property otherwise subject to a Lien Waiver Agreement for the benefit of the Collateral Agent, except upon not less than five (5) days’ prior written notice to the ---------------------- Collateral Agent and the Lenders that: Administrative Agent, of its intention so to do, clearly describing such new location and providing such other information and documents to the Collateral Agent reasonably requested by the Collateral Agent or the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein. Such Grantor shall (a) Schedule 6.3 is notify the Collateral Agent (i) prior to any change described in the preceding paragraph or (ii) of any locations at which a correct and complete list of ------------ the Borrower's chief executive officeGrantor maintains Collateral (other than Collateral under repair at third party locations, the location of its books and records, the Collateral at locations of construction jobs in progress, Inventory, Rolling Stock and mobile Equipment in transit) with a book value equal to or greater than $500,000 from time to time which are not listed on Schedule 4.08, owned Real Property or Real Property subject to a Lien Waiver Agreement for the Collateral, and benefit of the locations of all of its other places of business; Collateral Agent 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) take such actions reasonably requested by the Collateral Agent to maintain any the perfection and priority of the security interest of the Collateral at any location other than those locations listed Agent for the Borrower on Schedule 6.3, ratable benefit of the Secured Parties in the Collateral intended to be granted hereunder and (ii) otherwise change shall use commercially reasonable efforts to obtain Lien Waiver Agreements with respect any location of the type described in clause (a)(ii) of this paragraph; provided that, in no event shall any Grantor permit Equipment or add Inventory of any Grantor that constitutes Collateral be moved to any location outside 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 therewithcontinental United States. Without limiting Notwithstanding the foregoing, each Borrower represents that all of its Inventory (other than Inventory in transit) isno Lien Waiver Agreement shall be required with respect to any location or place at which only Designated Assets are located; provided, and covenants that all of its Inventory will be, located either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent hashowever, if requested the Designated Assets are not sold or otherwise disposed of by April 30, 2018, the Agent, received an executed landlord waiver from the landlord of such premises in form and substance satisfactory to the Agent, or (c) in a public warehouse, provided that the Agent has, if requested by the Agent, received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to the Agent. All Key Locations are set forth on Exhibit ------- "I". ABT Grantors 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 use commercially reasonable efforts to obtain Lien Waiver Agreements for those locations or places (x) at which Designated Assets are located and (y) are of the appropriate documentation type described in Subsections clause (ba)(ii) and (c) above. Thereafter all Inventory located at such Key Location will be ineligible unless and until such documentation has been obtainedof this paragraph.

Location of Collateral. Each The Borrower represents and warrants to the ---------------------- Agent and the Lenders thatthat except as modified by notices from the Borrower pursuant to and in accordance with the immediately succeeding sentence: (a) Schedule 6.3 is a correct and complete list of ------------ the Borrower's chief executive office, the location of its books and records, the locations of where the Borrower maintains its Collateral (other than Secured Sale/Leaseback Collateral), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and ------------ locations that are not owned by the Borrower and sets forth the names of the owners, consignees, processors, warehousemen, 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. Each 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 twenty ------------ thirty (2030) 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 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, located maintained either (a) on premises owned by the Borrower, (b) on premises leased by the Borrower, provided that the Agent has, if requested by the Agent, has received an executed landlord waiver from the landlord of such premises in form and substance reasonably satisfactory to the AgentAgent (except that with respect to premises leased by the Borrower on the Original Closing Date, such landlord waivers shall be received by the Agent no later than 90 days after the Original Closing Date), or (c) in the case of Inventory only, in a public warehouse, provided that the Agent has, if requested by the Agent, has received an executed bailee letter from the applicable public warehouseman in form and substance reasonably satisfactory to the AgentAgent (except that with respect to public warehouses utilized by the Borrower on the Original Closing Date, such bailee letters shall be received by the Agent no later than 90 days after the Original Closing Date). All Key Locations are In addition to the representations, warranties, covenants and agreements set forth above, the Borrower represents, warrants, covenants and agrees that (i) on Exhibit ------- "I". ABT shall notify the Agent two Closing Date all Credit Agreement Term Loan Equipment Collateral is located at the premises owned by the Borrower in Conyers, Georgia, (2ii) the Borrower shall, not later than 10 days after any Credit Agreement Term Loan Equipment Collateral is moved to another location, provide the Agent with written notice of its new location, (iii) the Borrower shall, not later than 30 days after the end of each Fiscal Year, provide the Agent with a list in detail satisfactory to the Agent of all then existing Credit Agreement Term Loan Equipment Collateral and the location 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) of each item thereof and (civ) above. Thereafter on the Closing Date all Inventory of the Equipment to be sold by the Borrower on the Closing Date pursuant to the Secured Sale/Leaseback Documents is located at such Key Location will be ineligible unless the premises owned by the Borrower in Owings Mills, Maryland, Dallas, Texas and until such documentation has been obtainedChicago, Illinois.