Common use of Location of Collateral Clause in Contracts

Location of Collateral. The Borrower and Guarantors hereby represent and warrant to the Agent and the Banks that, as of the date hereof, the Collateral is situated only at one or more of the Collateral Locations and the Borrower and Guarantors covenant with the Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 days prior written notice to the Agent. The Executive Office of each Loan Party is such Loan Party’s chief executive office (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In addition, to the extent the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor or on premises owned by the Borrower or a Guarantor subject to a mortgage or other lien, such Borrower or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower and Guarantors Grantors hereby represent and warrant to the Administrative Agent and the Banks Lenders that, as of the date hereof, the Collateral is situated only at one or more of the collateral locations listed in Schedule I hereto (the “Collateral Locations Locations”), and the Borrower and Guarantors Grantors covenant with the Administrative Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 10 days prior written notice to the Administrative Agent. The Executive Office executive office of each Loan Party is Grantor set forth on Schedule I hereto (the “Executive Office”) is, and for the one-year period preceding the Closing Date has been, such Loan PartyGrantor’s chief executive office (if such Loan Party Grantor has more than one place of business) or place of business (if such Loan Party Grantor has one place of business). In addition, to the extent the Borrower or Guarantors Grantors should warehouse any of the Inventory Collateral at any time hereafterCollateral, the Borrower and Guarantors Grantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall shall: (1) issue non-negotiable warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral; or (2) issue electronic warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral in compliance with applicable federal regulations and in all other respects satisfactory to the Administrative Agent in its sole discretion. If the Borrower or Guarantors consign any Grantor consigns any of the Inventory Collateral, it will comply with the Uniform Commercial Code U.C.C. of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Administrative Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower Grantor or Guarantor, as the case may be, Grantors as consignor and the Administrative Agent as assignee of consignor, and will furnish copies thereof to the Administrative Agent. If any of the Inventory Collateral or Equipment Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor Grantor or on premises owned by the Borrower or a Guarantor Grantor subject to a mortgage or other lien, such Borrower or Guarantor Grantor shall so notify the Administrative Agent and shall if reasonably requested by the Administrative Agent obtain and deliver or cause to be delivered to the Administrative Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Administrative Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, Grantors for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or Equipment Collateral or records concerning the Collateral and assuring the Administrative Agent’s ability to have access to the Inventory Collateral or Equipment Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower and Guarantors Grantors hereby represent and warrant to the Agent and the Banks that, as of the date hereof, the Collateral is situated only at one or more of the Collateral Locations and the Borrower and Guarantors Grantors covenant with the Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 days prior written notice to the Agent. The Executive Office of each Loan Party Grantor is such Loan PartyGrantor’s chief executive office (if such Loan Party Grantor has more than one place of business) or place of business (if such Loan Party Grantor has one place of business). In addition, to the extent the Borrower or Guarantors Grantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors Grantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors Grantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower Grantor or GuarantorGrantors, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor Grantor or on premises owned by the Borrower or a Guarantor Grantor subject to a mortgage or other lien, such Borrower or Guarantor Grantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, Grantors for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower and Guarantors Grantors hereby represent and warrant to the Administrative Agent and the Banks Lenders that, as of the date hereof, the Collateral is situated only at one or more of the collateral locations listed in Schedule I hereto (the “Collateral Locations Locations”), and the Borrower and Guarantors Grantors covenant with the Administrative Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 20 days prior written notice to the Administrative Agent. The Executive Office executive office of each Loan Party is Grantor set forth on Schedule I hereto (the “Executive Office”) is, and for the one-year period preceding the Closing Date has been, such Loan PartyGrantor’s chief executive office (if such Loan Party Grantor has more than one place of business) or place of business (if such Loan Party Grantor has one place of business). In addition, to the extent the Borrower or Guarantors Grantors should warehouse any of the Inventory Collateral at any time hereafterCollateral, the Borrower and Guarantors Grantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall shall: (1) issue non-negotiable warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral; or (2) issue electronic warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral in compliance with applicable federal regulations and in all other respects satisfactory to the Administrative Agent in its sole discretion. If the Borrower or Guarantors Grantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code U.C.C. of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Administrative Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower Grantor or GuarantorGrantors, as the case may be, as consignor and the Administrative Agent as assignee of consignor, and will furnish copies thereof to the Administrative Agent. If any of the Inventory Collateral or Equipment Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor Grantor or on premises owned by the Borrower or a Guarantor Grantor subject to a mortgage or other lien, such Borrower or Guarantor Grantor shall so notify the Administrative Agent and shall if reasonably requested by the Administrative Agent obtain and deliver or cause to be delivered to the Administrative Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Administrative Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, Grantors for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or Equipment Collateral or records concerning the Collateral and assuring the Administrative Agent’s ability to have access to the Inventory Collateral or Equipment Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower and Guarantors Grantors hereby represent and warrant to the Administrative Agent and the Banks Lenders that, as of the date hereof, the Collateral is situated only at one or more of the collateral locations listed in Schedule I hereto (the “Collateral Locations Locations”), and the Borrower and Guarantors Grantors covenant with the Administrative Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 20 days prior written notice to the Administrative Agent. The Executive Office executive office of each Loan Party is Grantor set forth on Schedule I hereto (the “Executive Office”) is, and for the one-year period preceding the Closing Date has been, such Loan PartyGrantor’s chief executive office (if such Loan Party Grantor has more than one place of business) or place of business (if such Loan Party Grantor has one place of business). In addition, to the extent the Borrower or Guarantors Grantors should warehouse any of the Inventory Collateral at any time hereafterCollateral, the Borrower and Guarantors Grantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall shall: (1) issue non-negotiable warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral; or (2) issue electronic warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral in compliance with applicable federal regulations and in all other respects satisfactory to the Administrative Agent in its sole discretion. If the Borrower or Guarantors Grantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code UCC of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Administrative Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower Grantor or GuarantorGrantors, as the case may be, as consignor and the Administrative Agent as assignee of consignor, and will furnish copies thereof to the Administrative Agent. If any of the Inventory Collateral or Equipment Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor Grantor or on premises owned by the Borrower or a Guarantor Grantor subject to a mortgage or other lien, such Borrower or Guarantor Grantor shall so notify the Administrative Agent and shall if reasonably requested by the Administrative Agent obtain and deliver or cause to be delivered to the Administrative Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Administrative Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, Grantors for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or Equipment Collateral or records concerning the Collateral and assuring the Administrative Agent’s ability to have access to the Inventory Collateral or Equipment Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower and Guarantors Grantors hereby represent and warrant to the Administrative Agent and the Banks Lenders that, as of the date hereof, the Collateral is situated only at one or more of the collateral locations listed in Schedule I hereto (the “Collateral Locations Locations”), and the Borrower and Guarantors Grantors covenant with the Administrative Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 20 days prior written notice to the Administrative Agent. The Executive Office executive office of each Loan Party is Grantor set forth on Schedule I hereto (the “Executive Office”) is, and for the one-year period preceding the Closing Date has been, such Loan PartyGrantor’s chief executive office (if such Loan Party Grantor has more than one place of business) or place of business (if such Loan Party Grantor has one place of business). In addition, to the extent the Borrower or Guarantors Grantors should warehouse any of the Inventory Collateral at any time hereafterCollateral, the Borrower and Guarantors Grantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall shall: (1) issue non-negotiable warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral; or (2) issue electronic warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral in compliance with applicable federal regulations and in all other respects satisfactory to the Administrative Agent in its sole discretion. If the Borrower or Guarantors Grantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code U.C.C. of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Administrative Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower Grantor or GuarantorGrantors, as the case may be, as consignor and the Administrative Agent as assignee of consignor, and will furnish copies thereof to the Administrative Agent. If any of the Inventory Collateral or Equipment or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor Grantor or on premises owned by the Borrower or a Guarantor Grantor subject to a mortgage or other lien, such Borrower or Guarantor Grantor shall so notify the Administrative Agent and shall if reasonably requested by the Administrative Agent obtain and deliver or cause to be delivered to the Administrative Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Administrative Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, Grantors for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or Equipment or records concerning the Collateral and assuring the Administrative Agent’s ability to have access to the Inventory Collateral or Equipment and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower Grantor hereby represents and Guarantors hereby represent and warrant warrants to the Administrative Agent and the Banks Lenders that, as of the date hereof, the Collateral is situated only at one or more of the collateral locations listed in Schedule I hereto (the “Collateral Locations Locations”), and the Borrower and Guarantors covenant Grantor covenants with the Administrative Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 thirty (30) days prior written notice to the Administrative Agent. The executive office of the Grantor set forth on Schedule I hereto (the “Executive Office of each Loan Party Office”) is such Loan Partythe Grantor’s chief executive office (if such Loan Party the Grantor has more than one place of business) or place of business (if such Loan Party the Grantor has one place of business). In addition, to the extent the Borrower or Guarantors Grantor should warehouse any of the Inventory Collateral at any time hereafterCollateral, the Borrower Grantor acknowledges and Guarantors acknowledge and agree agrees that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign Grantor consigns any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Administrative Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, Grantor as consignor and the Administrative Agent as assignee of consignor, and will furnish copies thereof to the Administrative Agent. If any of the Inventory Collateral or Equipment Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor Grantor or on premises owned by the Borrower or a Guarantor Grantor subject to a mortgage or other lien, such Borrower or Guarantor the Grantor shall so notify the Administrative Agent and shall if reasonably requested by the Administrative Agent obtain and deliver or cause to be delivered to the Administrative Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Administrative Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, Grantor for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or Equipment Collateral or records concerning the Collateral and assuring the Administrative Agent’s ability to have access to the Inventory Collateral or Equipment Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower and Guarantors Grantors hereby represent and warrant to the Agent and the Banks Bank that, as of the date hereof, the Collateral located in the United States is situated only at one or more of the Collateral Locations and the Borrower and Guarantors Locations. The Grantors covenant with the Agent Bank not to locate any Collateral located in the Collateral United States at any location other than a Collateral Location without at least 30 days prior written notice to the AgentBank. The Executive Office of each Loan Party Grantor is such Loan PartyGrantor’s chief executive office (if such Loan Party Grantor has more than one place of business) or place of business (if such Loan Party Grantor has one place of business). In addition, to the extent the Borrower or Guarantors should Grantors warehouse any of the Inventory Collateral now or at any time hereafter, the Borrower and Guarantors Grantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent Bank and who, in any event, shall issue non-negotiable warehouse receipts execute and deliver to the Bank a bailee letter in form and substance satisfactory to the Agent’s name to evidence any such warehousing of goods constituting Inventory CollateralBank. If the Borrower or Guarantors Grantors consign any of the Inventory CollateralInventory, it they will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Agent Bank to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower Grantor or GuarantorGrantors, as the case may be, as consignor and the Agent Bank as assignee of consignor, and will furnish copies thereof to the AgentBank. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor Grantor or on premises owned by the Borrower or a Guarantor Grantor subject to a mortgage or other lien, such Borrower or Guarantor Grantor shall so notify the Agent Bank and shall if requested by the Agent Bank obtain and deliver or cause to be delivered to the AgentBank, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the AgentBank, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, Grantors for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the AgentBank’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Each Borrower represents and Guarantors hereby represent and warrant warrants to the Agent and the Banks Lenders that: (a) SCHEDULE 6.3 is a correct and complete list of such Borrower's chief executive office, as jurisdiction of the date hereoforganization, the Collateral is situated only at one or more location of its books and records, the locations of the Collateral Locations (other than Inventory in transit, rolling stock, and Collateral in the Agent's possession), and the locations of all of its other places of business; and (b) SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower and Guarantors covenant with sets forth the Agent names of the owners and lessors or sublessors of such facilities and locations. Each Borrower covenants and agrees that it will not to locate (x) maintain any Collateral (other than Inventory in transit, rolling stock, and Collateral in the Collateral Agent's possession) at any location other than a Collateral Location without those locations listed for such Borrower on SCHEDULE 6.3, (y) otherwise change or add to any of such locations, or (z) change the location of its chief executive office and jurisdiction of organization from the location identified in SCHEDULE 6.3, unless it gives the Agent at least 30 thirty (30) days LOAN AND SECURITY AGREEMENT - PAGE 64 prior written notice to thereof and executes any and all financing statements and other documents that the Agent. The Executive Office of each Loan Party is such Loan Party’s chief executive office (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business)Agent reasonably requests in connection therewith. In addition, the event any Borrower requests to change or add any location of Collateral and has provided the extent Agent with all financing statements and other documents requested by the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafterAgent in connection therewith, the Borrower shall prepare and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by deliver to the Agent and whoa 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 any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect theretotransit) is, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may covenants that all of its Inventory will be, as consignor and the Agent as assignee of consignorlocated either (A) on premises owned by such Borrower, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located (B) on premises leased by the Borrower or a Guarantor or on premises owned by the Borrower or a Guarantor subject to a mortgage or other lien, such Borrower or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofincluded on SCHEDULE 6.3.

Location of Collateral. (a) The Borrower and Guarantors hereby Grantors represent and warrant to the Agent Lender that: (A) Schedule I is a correct and complete list of the location of each Grantor's chief executive office, the location of its books and records, the locations of the Collateral, and the Banks locations of all of its other places of business; and (B) Schedule I correctly identifies any of such facilities and locations that are not owned by the Grantors and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Grantors covenant and agree that, except as of otherwise expressly permitted in the date hereofCredit Agreement, the Collateral is situated only at one or more of the Collateral Locations and the Borrower and Guarantors covenant with the Agent they will not to locate the (i) maintain any Collateral at any location other than a Collateral Location without those locations listed for the Grantors on Schedule I, (ii) otherwise change or add to any of such locations, or (iii) change the location of any chief executive office from the locations identified in Schedule I, unless in each case they give the Lender at least 30 days thirty (30) days' prior written notice to thereof and execute any and all financing statements and other documents that the AgentLender reasonably requests in connection therewith. The Executive Office Without limiting the foregoing, the Grantors represent that all of each Loan Party is such Loan Party’s chief executive office their Inventory (if such Loan Party has more other than one place of business) or place Inventory in transit and Inventory on consignment in the normal course of business consistent with past practices) is, and covenants that all of its Inventory will be, located either (if such Loan Party has one place of business). In addition, to the extent the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved a) on premises owned by the Agent and whoGrantors, in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located (b) on premises leased by the Borrower Grantors, or (c) in a Guarantor warehouse or on premises owned by with a bailee. Grantors shall use good faith efforts to obtain, within one hundred eighty (180) days of the Borrower or a Guarantor subject to a mortgage or other lien, such Borrower or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery date of any Inventory Collateral or records concerning the Collateral to said premisesthis Agreement, an agreementexecuted landlord waiver from the landlords of Grantors' premises located in Redmond, Washington and Deerfield, Wisconsin, in form and substance reasonably satisfactory to the AgentLender. In any event, waiving Grantors shall provide such waivers to the landlord’s Lender prior to an Inventory Activation Date, together with an executed bailee letter from the applicable Person authorized to execute such letters for each warehouse in which Inventory is stored, in form and substance reasonably satisfactory to the Lender, or mortgagee’s or lienholder’s right otherwise be subject to enforce any claim against the Borrower or Guarantor, such reasonable reserves as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofLender shall determine.

Location of Collateral. The Borrower and the Guarantors hereby represent and warrant to the Agent and the Banks that, as of the date hereof, Bank that the Collateral located in the United States is situated only at one or more of the Collateral Locations Locations. The Borrower and the Borrower and Guarantors covenant with the Agent Bank not to locate any Collateral located in the Collateral United States at any location other than a Collateral Location without at least 30 days prior written notice to the AgentBank. The Executive Office of each Loan Party is such Loan Party’s chief executive office (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In addition, to the extent the Borrower Borrower, any Guarantor or Guarantors any other Loan Party should warehouse any of the Inventory Collateral at any time hereafterhereafter at a location in the United States, the Borrower Borrower, the Guarantors and Guarantors the other Loan Parties acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent Bank and who, in any event, shall issue non-negotiable warehouse receipts have executed and delivered to the Bank a bailee letter in form and substance satisfactory to the Agent’s name to evidence any Bank (each such warehousing of goods constituting Inventory Collateralletter, a “Bailee Letter”). If the Borrower Borrower, any Guarantor or Guarantors consign any other Loan Party consigns any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent Bank to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower Borrower, Guarantor or Guarantorother Loan Party, as the case may be, as consignor and the Agent Bank as assignee of consignor, and will furnish copies thereof to the AgentBank. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or Borrower, a Guarantor or any other Loan Party or on premises owned by the Borrower or Borrower, a Guarantor or any other Loan Party subject to a mortgage or other lien, such Borrower or Guarantor shall so notify the Agent Bank and shall if requested by the Agent Bank obtain and deliver or cause to be delivered to the AgentBank, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the AgentBank, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower Borrower, such Guarantor or Guarantorsuch other Loan Party, as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the AgentBank’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofthereof (each such agreement, a “Lien Waiver”).

Location of Collateral. The Borrower and Guarantors hereby ---------------------- represent and warrant to the Agent and the Banks that, as of the date hereof, the Collateral is situated only at one or more of the Collateral Locations and the Borrower and Guarantors covenant with the Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 days prior written notice to the Agent. The Executive Office of each Loan Party is such Loan Party’s 's chief executive office (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In addition, to the extent the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s 's name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor or on premises owned by the Borrower or a Guarantor subject to a mortgage or other lien, such Borrower or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s 's or mortgagee’s 's or lienholder’s 's right to enforce any claim against the Borrower or Guarantor, as the case may be, for monies due under the landlord’s 's lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s 's ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower Grantor hereby represents and Guarantors hereby represent and warrant warrants to the Agent and the Banks Secured Party that, as of the date hereofClosing Date, the Collateral is situated only at one or more of the Collateral Locations Locations, and the Borrower and Guarantors covenant Grantor covenants with the Agent Secured Party not to locate any material portion of any Collateral (other than Inventory that is in transit in the Collateral ordinary course of the Grantor’s business) at any location other than a Collateral Location without at least 30 days prior written notice to Location. Schedule I correctly sets forth the Agent. The Grantor’s full and correct legal name, jurisdiction of organization and organizational identification number, and the executive office of Grantor set forth on Schedule I hereto (the “Executive Office of each Loan Party is such Loan Party”) is, and for the one-year period preceding the Closing Date has been, Grantor’s chief executive office (if such Loan Party has more than one or primary place of business) or place of business (if such Loan Party has one place of business). In addition, to the extent the Borrower or Guarantors Grantor should warehouse any of the Inventory Collateral at any time hereafterInventory, the Borrower Grantor acknowledges and Guarantors acknowledge and agree agrees that such warehousing may be conducted only by warehousemen who have been pre-approved shall, if so requested by the Agent and who, in any event, shall Secured Party: (1) issue non-negotiable warehouse receipts in the AgentSecured Party’s name to evidence any such warehousing of goods constituting Inventory; or (2) issue electronic warehouse receipts in the Secured Party’s name to evidence any such warehousing of goods constituting Inventory Collateralin compliance with applicable federal regulations and in all other respects satisfactory to the Secured Party in its sole discretion. If the Borrower or Guarantors consign Grantor consigns any of the Inventory CollateralInventory, it will comply with the Uniform Commercial Code UCC of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize authorizes the Agent Secured Party to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, Grantor as consignor and the Agent Secured Party as assignee of consignor, and will furnish copies thereof to the AgentSecured Party. If Grantor shall, after the date of this Agreement, wish to establish any new Collateral Location for Collateral to be valued in excess of the Inventory Collateral or any records concerning the Collateral are $50,000 at any time time, the Grantor shall provide at least 30 days’ prior written notice thereof to be located on premises the Secured Party, specifying such location, whether such location is owned, leased by the Borrower or a Guarantor or on premises owned by the Borrower or a Guarantor subject to a mortgage or third party location, and such other lien, such Borrower or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, information with respect thereto as the case Secured Party may berequire, for monies due under and the landlordGrantor shall take such further actions with respect to such locations as the Secured Party shall require to preserve and protect any Collateral maintained or stored at such location and the Secured Party’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofLien therein.

Location of Collateral. The Borrower and Guarantors hereby represent and warrant to 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 and the Banks that, by a Person who owns or occupies such location or places as of the date 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 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 Collateral is situated only at one Grantors or more Real Property otherwise subject to a Lien Waiver Agreement for the benefit of the Collateral Locations and the Borrower and Guarantors covenant with the Agent Agent, except upon not to locate the Collateral at any location other less than a Collateral Location without at least 30 days five (5) days’ prior written notice to the Collateral Agent and the Administrative Agent. The Executive Office , of each Loan Party is its intention so to do, clearly describing such Loan Party’s chief executive office (if new location and providing such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In addition, other information and documents to the extent Collateral Agent reasonably requested by the Borrower Collateral Agent or Guarantors should warehouse any the Administrative Agent to maintain the validity, perfection and priority of the Inventory security interests provided for herein. Such Grantor shall (a) notify the Collateral Agent (i) prior to any change described in the preceding paragraph or (ii) of any locations at which a Grantor maintains Collateral (other than Collateral under repair at third party locations, Collateral at any time hereafterlocations of construction jobs in progress, the Borrower Inventory, Rolling Stock and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, mobile Equipment in any event, shall issue non-negotiable warehouse receipts in the Agent’s name transit) with a book value equal to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any greater than $500,000 from time to be located time which are not listed on premises leased by the Borrower Schedule 4.08, owned Real Property or a Guarantor or on premises owned by the Borrower or a Guarantor Real Property subject to a mortgage or other lien, such Borrower or Guarantor shall so notify Lien Waiver Agreement for the benefit of the Collateral Agent and shall if (b) (i) take such actions reasonably requested by the Collateral Agent obtain to maintain the perfection and deliver or cause priority of the security interest of the Collateral Agent for the ratable benefit of the Secured Parties in the Collateral intended to be delivered granted hereunder and (ii) shall use commercially reasonable efforts to obtain Lien Waiver Agreements with respect any location of the Agenttype described in clause (a)(ii) of this paragraph; provided that, prior to delivery in no event shall any Grantor permit Equipment or Inventory of any Inventory Grantor that constitutes Collateral be moved to any location outside of the continental United States. Notwithstanding the foregoing, no Lien Waiver Agreement shall be required with respect to any location or records concerning place at which only Designated Assets are located; provided, however, if the Collateral Designated Assets are not sold or otherwise disposed of by April 30, 2018, the Grantors shall use commercially reasonable efforts to said premises, an agreement, obtain Lien Waiver Agreements for those locations or places (x) at which Designated Assets are located and (y) are of the type described in form and substance satisfactory to the Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofclause (a)(ii) of this paragraph.

Location of Collateral. The Each Borrower represents and Guarantors hereby represent and warrant warrants to the Agent and the Banks Lenders that: (a) Schedule 6.3 is a correct and complete list of such Borrower's state of incorporation, as of the date hereofchief executive office, the Collateral is situated only at one or more location of its books and records, the locations of the Collateral Locations (other than Inventory in transit to such a location), and the locations of all of its other places of business; and (b) Schedule 6.3 correctly identifies any of such facilities and locations that are not owned by such Borrower and Guarantors covenant with sets forth the Agent names of the owners and lessors or sublessors of such facilities and locations. Each Borrower covenants and agrees that it will not to locate the (i) maintain any Collateral at any location other than a Collateral Location without those locations listed for such Borrower on Schedule 6.3, (ii) otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule 6.3, or reincorporate in any other jurisdiction, unless it gives the Agent at least 30 days thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent reasonably requests in connection therewith; provided, however, that no Inventory that is subject to Honeywell's obligation to repurchase under the Honeywell Buy Back Agreement may be moved from the Parent's Phoenix, Arizona location or from the Parent's Tijuana, Mexico location to any third location without (y) the advance written confirmation from Honeywell that, notwithstanding such relocation, Honeywell will remain obligated to repurchase such Inventory under the Honeywell Buy Back Agreement and (z) such Inventory being moved to a location in which the Agent's first priority Lien thereon has been perfected. Not more than $6,000,000 of Inventory subject to the Agent. The Executive Office of each Loan Party is such Loan Party’s chief executive office (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In additionHoneywell Buy Back Agreement will be located at the Parent's Tijuana, to the extent the Borrower or Guarantors should warehouse any of the Inventory Collateral Mexico location at any time hereafterone time. Without limiting the foregoing, the each Borrower and Guarantors acknowledge and agree represents that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, all of its Inventory (other than Inventory in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect theretotransit) is, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may covenants that all of its Inventory will be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor or either (a) on premises owned by the Borrower or a Guarantor subject to a mortgage or other lienBorrower, (b) on premises leased by such Borrower or Guarantor shall so notify Borrower, provided that the Agent and shall has, if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery received an executed landlord waiver from the landlord of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, such premises in form and substance satisfactory to the Agent, waiving or (c) in a warehouse or with a bailee, provided that the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or GuarantorAgent has, as the case may be, for monies due under the landlord’s lien, mortgage or other lien if requested by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access , received an executed bailee letter from the applicable Person in form and substance satisfactory to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofAgent.

Location of Collateral. The Borrower represents and Guarantors hereby represent and warrant warrants to the Agent and the Banks Lenders that, as : (i) Schedule 6.3 is a correct and complete list of the date hereofBorrower's and each Guarantor's state or province of formation, chief executive office, the Collateral is situated only at one or more location of its books and records, the locations of the Collateral Locations and the Guarantor Collateral with respect to the Borrower and Guarantors covenant such Guarantor, and the locations of all of its other places of business; and (ii) 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 and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not and will not permit any Guarantor to (x) maintain any Collateral with respect to the Agent not to locate the Collateral Borrower at any location other than a Collateral Location without those locations listed for the Borrower, and with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (y) otherwise change or add to any of such locations, or (z) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least 30 days thirty (30) days' prior written notice to thereof and executes any and all financing statements and other documents that the AgentAgent requests in connection therewith. The Executive Office Without limiting the foregoing, the Borrower represents that all of each Loan Party is such Loan Party’s chief executive office its and LDM Canada's Inventory is, and covenants that all of its Inventory will be, located either (if such Loan Party has more than one place of businessA) or place of business (if such Loan Party has one place of business). In addition, to the extent on premises owned by the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or GuarantorLDM Canada, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located (B) on premises leased by the Borrower or a Guarantor or on premises owned by LDM Canada, as the Borrower or a Guarantor subject to a mortgage or other liencase may be, such Borrower or Guarantor shall so notify provided that the Agent and shall if requested by has received an executed landlord waiver from the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery landlord of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, such premises in form and substance satisfactory to the Agent, waiving or (C) in a public warehouse; provided that the landlord’s or mortgagee’s or lienholder’s right Agent has received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to enforce any claim against the Agent. As to each location, the Agent for the benefit of Lenders shall have filed state (and, to the extent required, local) UCC-1 financing statements; as to all leased and bailment location, the Borrower or Guarantorshall use and shall cause 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 notice of lien under Article 9 of the UCC; and for all leased locations as the case may beto which waiver letters have not been obtained, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofat those leased locations shall not constitute Eligible Inventory.

Location of Collateral. The Borrower and Guarantors hereby represent and warrant to the Agent and the Banks that, as of the date hereof, the Collateral is situated only at one or more of the Collateral Locations and the Borrower and Guarantors covenant with the Agent not to locate the Collateral at any location other than a Collateral Location without at least 30 days prior written notice to the Agent. The Executive Office of each Loan Party is such Loan Party’s chief executive office (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In addition, to the extent the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s 's name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with Section 2-326 of the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the by filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor or on premises owned by the Borrower or a Guarantor subject to a mortgage or other lien, such Borrower or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s 's or mortgagee’s 's or lienholder’s 's right to enforce any claim against the Borrower or Guarantor, as the case may be, for monies due under the landlord’s 's lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s 's ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereof.

Location of Collateral. The Borrower Each Obligated Party represents and Guarantors hereby represent and warrant warrants to each of the Agent Agents and the Banks Lenders that, as of the date hereofClosing Date, Schedule 10.3 contains a correct and complete list of (a) the location of such Obligated Party’s chief executive office, (b) each location of its books and records, (c) each location and address where any Collateral is held (other than any location or address of any Inventory that as of the Closing 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) and (d) with respect to each location referenced in clause (c) preceding where any Collateral is held by a representative, agent, warehouseman, or bailee, the Collateral is situated only at one name and address of such representative, agent, warehouseman, or more of the Collateral Locations bailee and the cost of such Inventory and Transportation Equipment and the net book value of Inventory and Fixed Assets at such location. Each Obligated Party covenants and agrees that it will not maintain any Collateral (other than (i) 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 Guarantors covenant 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 Agent not to locate the Collateral ordinary course of such Borrower’s business) at any location other than a Collateral Location without those locations listed for such Obligated Party in Schedule 10.3, otherwise change or add to any of the locations listed for such Obligated Party in Schedule 10.3, or change the location of its chief executive office from the location identified in Schedule 10.3 unless, in any such case, it gives each of the Agents at least 30 days prior written notice thereof and authorizes the filing of any and all financing statements and executes any other documents that either of the Agents reasonably request in 110 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 AgentAgents 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 Inventory” and/or clause (h) of the definition of “Eligible Transportation Equipment”. The Executive Office Without limiting the foregoing, each Obligated Party represents that all of each Loan Party its Inventory (other than Inventory in transit and Inventory which is in the possession of a customer of a Borrower that is leasing such Loan PartyInventory from such Borrower in the ordinary course of such Borrower’s chief executive office (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In addition, to the extent the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or Guarantor, as the case may be, as consignor and the Agent as assignee of consignorlocated either (x) on premises owned by such Obligated Party, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located (y) on premises leased by such Obligated Party, provided that the Borrower or a Guarantor or on Agents have received an executed Collateral Waiver Agreement from the landlord of such premises owned to the extent required by the Borrower or a Guarantor Section 10.2(c) (but subject to the proviso of the immediately preceding sentence), or (z) in the possession of a mortgage representative, agent, warehouseman, consignee, or other lienbailee, such Borrower provided that the Agents have received an executed Collateral Waiver Agreement from the applicable warehouseman, representative, agent, consignee, or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be delivered bailee to the Agentextent required by Section 10.2(c). Each Obligated Party represents and warrants to each of the Agents and the Lenders that all Transportation Equipment is based out of a location listed in Schedule 10.3 or, so long as it gives each of the Agents at least 30 days prior to delivery written notice thereof, another retail branch of any Inventory Collateral or records concerning an Obligated Party located in the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofUnited States.

Location of Collateral. The Borrower Borrowers, jointly and Guarantors hereby severally, represent and warrant to the Agent and the Banks Lenders that, as : (a) SCHEDULE 6.3 is a correct and complete list of the date hereofeach Borrower's chief executive office, the Collateral is situated only at one or more location of its books and records, the locations of the Collateral Locations owned by it, and the locations of all of its other places of business; and (b) SCHEDULE 6.3 correctly identifies any of such facilities and locations that are not owned by either Borrower and Guarantors covenant with sets forth the Agent names of the owners and lessors or sublessors of such facilities and locations. Each Borrower covenants and agrees that it will not to locate the (i) maintain any Collateral at any location other than a Collateral Location without those locations listed for that Borrower on SCHEDULE 6.3, (ii) otherwise change or add new 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 30 days thirty (30) days' prior written notice thereof and executes any and all financing statements and other documents that the Agent requests in connection therewith. Without limiting the foregoing, each Borrower represents that all of its Inventory is, and covenants that all of its Inventory will be, located either (a) on premises owned by that Borrower, (b) on premises leased by that Borrower, or (c) in a public warehouse, each as disclosed in writing to the Agent. The Executive Office As to each location, Agent for the benefit of each Loan Party is such Loan Party’s chief executive office Lenders shall have filed state (if such Loan Party has more than one place of business) or place of business (if such Loan Party has one place of business). In additionand, to the extent the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafterrequired, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices local) UCC-1 financing statements showing such Borrower or Guarantorstatements; as to all leased and bailment locations, Borrowers shall use all reasonable efforts to obtain landlord and bailee waivers; as the case may beto all bailment locations for which bailee waiver letters have not been obtained, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located on premises leased by the Borrower or a Guarantor or on premises owned by the Borrower or a Guarantor subject to a mortgage or other lien, such Borrower or Guarantor shall so notify the Agent and shall if requested by the Agent obtain and deliver or cause to be have delivered to the Agentbailee a notice of lien under Article 9 of the UCC; and for all leased locations as to which waiver letters have not been obtained within thirty (30) days after the Closing Date, prior to delivery of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, in form and substance satisfactory to the Agent, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against the Borrower or Guarantor, as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability at those leased locations shall cease to have access to the Inventory Collateral and records concerning the Collateral in order to exercise its right hereunder to take possession thereofbe Eligible Inventory.

Location of Collateral. The Borrower represents and Guarantors hereby represent and warrant warrants to the Agent and the Banks Lenders that, as : (i) Schedule 6.3 is a correct and complete list of the date hereofBorrower's and each Guarantor's state or province of formation, chief executive office, the Collateral is situated only at one or more location of its books and records, the locations of the Collateral Locations and the Guarantor Collateral with respect to the Borrower and Guarantors covenant such Guarantor, and the locations of all of its other places of business; and (ii) 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 and lessors or sublessors of and, to the best of the Borrower's knowledge, the holders of any mortgages on, such facilities and locations. The Borrower covenants and agrees that it will not and will not permit any Guarantor to (x) maintain any Collateral with respect to the Agent not to locate the Collateral Borrower at any location other than a Collateral Location without those locations listed for the Borrower, and with respect to any Guarantor at any location other than those locations listed for such Guarantor, on Schedule 6.3, (y) otherwise change or add to any of such locations, or (z) change the location of its chief executive office from the location identified in Schedule 6.3, unless it gives the Agent at least 30 days thirty (30) days' prior written notice to thereof and executes any and all financing statements and other documents that the AgentAgent requests in connection therewith. The Executive Office Without limiting the foregoing, the Borrower represents that all of each Loan Party is such Loan Party’s chief executive office its and LDM Canada's Inventory is, and covenants that all of its Inventory will be, located either (if such Loan Party has more than one place of businessA) or place of business (if such Loan Party has one place of business). In addition, to the extent on premises owned by the Borrower or Guarantors should warehouse any of the Inventory Collateral at any time hereafter, the Borrower and Guarantors acknowledge and agree that such warehousing may be conducted only by warehousemen who have been pre-approved by the Agent and who, in any event, shall issue non-negotiable warehouse receipts in the Agent’s name to evidence any such warehousing of goods constituting Inventory Collateral. If the Borrower or Guarantors consign any of the Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such Inventory Collateral is located with respect thereto, and shall file, cause the filing and does hereby authorize the Agent to file in the appropriate public office or offices UCC-1 financing statements showing such Borrower or GuarantorLDM Canada, as the case may be, as consignor and the Agent as assignee of consignor, and will furnish copies thereof to the Agent. If any of the Inventory Collateral or any records concerning the Collateral are at any time to be located (B) on premises leased by the Borrower or a Guarantor or on premises owned by LDM Canada, as the Borrower or a Guarantor subject to a mortgage or other liencase may be, such Borrower or Guarantor shall so notify provided that the Agent and shall if requested by has received an executed landlord waiver from the Agent obtain and deliver or cause to be delivered to the Agent, prior to delivery landlord of any Inventory Collateral or records concerning the Collateral to said premises, an agreement, such premises in form and substance satisfactory to the Agent, waiving or (C) in a public warehouse; provided that the landlord’s or mortgagee’s or lienholder’s right Agent has received an executed bailee letter from the applicable public warehouseman in form and substance satisfactory to enforce any claim against the Agent. As to each location, the Agent for the benefit of Lenders shall have filed state (and, to the extent required, local) UCC-1 financing statements; as to all leased and bailment location, the Borrower or Guarantorshall use and shall cause 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, as the case may be, for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or records concerning the Collateral and assuring the Agent’s ability to Agent shall have access delivered to the Inventory Collateral and records concerning bailee a notice of lien under Article 9 of the Collateral in order to exercise its right hereunder to take possession thereofUCC.