Common use of Ownership of Collateral Clause in Contracts

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There is no location at which any Borrower has any material Inventory (except for Inventory in transit, laptop computers and related equipment that Borrower permits employees to use at an off-site location) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentLender’s security interest: (i) each Borrower U.S. Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentLender; and, except for Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a U.S. Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower a U.S. Loan Party that appear on such documents and agreements shall be genuine and each Borrower such U.S. Loan Party shall have full capacity to execute same; and (iv) each BorrowerU.S. Loan Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent Lender except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business and Equipment to the extent permitted in Section 4.3 hereofbusiness. (b) (i) There is no location at which any Borrower U.S. Loan Party has any Inventory (except for Inventory in transittransit or at customers’ locations) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse (other than customers’ locations) at which all Inventory of any Borrower such U.S. Loan Party is stored; none of the receipts received by any Borrower U.S. Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower a U.S. Loan Party and (B) the chief executive office of each BorrowerU.S. Loan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property real property owned or leased by each BorrowerU.S. Loan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (ia) Borrower and each Borrower of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentAgent (other than purchase money security interests permitted hereunder and statutory liens); and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of Borrower and each Borrower of its Subsidiaries that appear on such documents and agreements shall be genuine and Borrower and each Borrower of its Subsidiaries shall have full capacity to execute same; and (ivd) each Borrower’s and its Subsidiaries’ Equipment and Inventory shall be located as at the locations set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except (i) with respect to the sale of Inventory in the Ordinary Course ordinary course of Business and Equipment business, including, without limitation, to the extent permitted customer locations, or dispositions in accordance with Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 hereto contains a correct and complete listor otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct transportation by employees of personal computing devices and complete list as related accessories used by such employees in the ordinary course of business of the Closing Date of Borrower or any Guarantor, or (iv) (A) each place of business of each upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) the chief executive office receipt by Agent of each Borrower; an executed landlord waiver for such location in form and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordssubstance satisfactory to Agent.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest interest, subject to the terms of the Intercreditor Agreement, in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances Liens, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) (it being understood that Borrowers may move such Equipment and Inventory among such locations) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. Borrowers, Agent and Lenders acknowledge and agree that Schedule 4.5 shall be deemed to be updated to include any additional locations that Agent is notified of in accordance with Section 9.11. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) as of the Closing Date other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state state, province or territory, as applicable, and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Credit Party is, and shall be remain the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest (subject only to Permitted Encumbrances that have priority as a matter of Applicable Law) in each and every item of the its respective Collateral to AgentCollateral; and, (ii) except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens Liens; and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each BorrowerCredit Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 15 to the Perfection Certificate and shall not be removed from such location(s) without the prior written consent of Agent Agent, except with respect (1) as may be moved from one location on such schedule to another location on such schedule, (2) Inventory in-transit, (3) Equipment out for repair in the ordinary course of business, (4) the sale, transfer or disposition of assets permitted under this Agreement to a Person that is not a Credit Party and (5) as may be located at locations not set forth on Schedule 15 to the sale of Inventory in the Ordinary Course of Business and Equipment Perfection Certificate to the extent permitted the aggregate value of Equipment and Inventory at such locations does not exceed $10,000,000 for any one location or $25,000,000 in Section 4.3 hereofthe aggregate for all such locations. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto 15 to the Perfection Certificate contains a correct and complete list, as of the Closing Amendment No. 2 Effective Date, of the legal names and addresses of each warehouse at which Inventory having a value in excess of $10,000,000 of any Borrower Credit Party is stored; none of the receipts received by any Borrower Credit Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; assigns and (iiiii) Schedule 4.5 hereto 3 to the Perfection Certificate sets forth a correct and complete list as of the Closing Amendment No. 2 Effective Date of (A) each place of business of each Borrower Credit Party and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordsCredit Party.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each Borrower Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower any Loan Party that appear on such documents and agreements shall be genuine and each Borrower Loan Party shall have full capacity to execute same; and (iv) each Borrower’s Loan Party's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There is no location at which any Borrower Loan Party has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Loan Party is stored; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrowerany Loan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower a Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a Credit Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower a Credit Party that appear on such documents and agreements shall be genuine and each Borrower such Credit Party shall have full capacity to execute same; and (iv) each Borrowerthe Credit Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There As of the Closing Date, there is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none stored and each warehouseman, bailee or other third party in possession of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer of Borrower’s Inventory or to the order of a named Person or to a named Person and such named Person’s assignsEquipment; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the CollateralCollateral of each Loan Party, at the time the such Collateral becomes subject to Agent’s security interest: (i) each Borrower such Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower such Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower such Loan Party that appear on such documents and agreements shall be genuine and each Borrower such Loan Party shall have full capacity to execute same; and (iv) each Borrowersuch Loan Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 (as updated from time to time in accordance with the terms of this Agreement) and shall not be removed from such location(s) (other than Inventory and Equipment in transit between such locations or Equipment out for repair) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower Loan Party has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.54.5 (as updated from time to time in accordance with the terms of this Agreement); (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower each Loan Party is stored; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrowerany Loan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof4.3. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit, Inventory located on Lehigh vehicles, or Inventory at other locations with a value of not in excess of $75,000 each) other than those locations listed on Schedule 4.5, which may be updated from time to time; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state or province and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest (subject to Permitted Encumbrances) in each and every item of the its respective Collateral (other than the Specified Equity Interests and Excluded Personal Property) to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofBusiness. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (ia) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or except with respect to the Application Lab grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (ivd) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofBusiness. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office offices of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement Loan Document executed by each Borrower Credit Party or delivered to Agent or any Lender Secured Party in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower Credit Party that appear on such documents and agreements shall be genuine and each Borrower Credit Party shall have full capacity to execute same; and (iv) each BorrowerCredit Party’s Equipment (other than vehicles and Equipment out for repair) and Inventory (other than sample Inventory and other immaterial items of Collateral held by employees of the Credit Parties for marketing and sales purposes) shall be located in the United States as set forth on Schedule 4.5 and shall not be removed from or in transit to or between such location(s) without locations or to a customer; provided that the prior written consent Credit Parties may amend Schedule 4.5 by delivery of Agent except with respect such amended schedule to the sale Agent at the time of Inventory acquisition of any new location in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofUnited States. (i) There is no location at which any Borrower Credit Party has any Inventory (except for Inventory in transittransit and sample Inventory and other immaterial items of Collateral held by employees of the Credit Parties for marketing and sales purposes) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Credit Party is stored; none of the receipts received by any Borrower Credit Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Credit Party and (B) the chief executive office of each BorrowerCredit Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerCredit Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower any Loan Party that appear on such documents and agreements shall be genuine and each Borrower Loan Party shall have full capacity to execute same; and (iv) each BorrowerLoan Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There is no location at which any Borrower Loan Party has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Loan Party is stored; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrowerany Loan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement relating to the Collateral executed by each Borrower or and delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent (which shall not be unreasonably withheld or delayed) except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 7.1 hereof. (b) (i) There As of the Closing Date, there is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; stored and the legal name of the owner thereof, and none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower Loan Party that appear on such documents and agreements shall be genuine and each Borrower Loan Party shall have full capacity to execute same; and (iv) each BorrowerLoan Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (x) the sale of Inventory in the Ordinary Course of Business and (y) the sale of Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There is no location at which any Borrower Loan Party has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Loan Party is stored; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerLoan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentLender’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentLender; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower ▇▇▇▇▇▇▇▇ or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent Lender (which consent shall not be unreasonably withheld, conditioned or delayed) except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall (I) be located as set forth on Schedule 4.5 4.5, or (II) with respect to Inventory, constitute Inventory that is being sold on consignment and shall not be removed from meets the requirements set forth in section (d) of the definition of “Eligible Inventory,”, and in each such location(s) without case must remain at one of such locations unless the prior written consent of Agent is obtained, except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted for Inventory in Section 4.3 hereoftransit. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.54.5 (which schedule should specify which locations constitute Bailee Locations); (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office officer of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) (it being understood that Borrowers may move such Equipment and Inventory among such locations) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. Borrowers, Agent and Lenders acknowledge and agree that Schedule 4.5 shall be deemed to be updated to include any additional locations that Agent is notified of in accordance with Section 9.11. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (ivii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower a Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a Credit Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower a Credit Party that appear on such documents and agreements shall be genuine and each Borrower such Credit Party shall have full capacity to execute same; and (iv) each Borrowerthe Credit Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There As of the Closing Date, there is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none stored and each warehouseman, bailee or other third party in possession of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer of Borrower’s Inventory or to the order of a named Person or to a named Person and such named Person’s assignsEquipment; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower is, and shall be remain the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each any Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest, subject to Permitted Encumbrances, in all of its rights, title and interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofhereof and except for in-transit Inventory and Equipment in the Ordinary Course of Business. (i) There Except as permitted in the PNC Documents (subject to the terms of the Intercreditor Agreement), there is no location at which any Borrower has any Inventory (except for Inventory in transittransit and other locations which collectively do not contain Inventory in excess of $150,000 in the aggregate) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto (as updated from time to time in accordance with Section 9.17 hereof) contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower the Credit Parties or any one of them shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoeverLiens; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower Credit Party that appear on such documents and agreements shall be genuine and each Borrower Credit Party shall have full capacity to execute same; and (iviii) each BorrowerCredit Party’s Equipment and Inventory shall be located as at one of the locations set forth on Schedule 4.5 4.4 or otherwise set forth in a written notice from a Credit Party to the Agent and shall not be removed from such location(s) without the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) except with respect (x) to the sale of Inventory extent in transit or out for repair in the Ordinary Course of Business and Equipment Business, (y) the sale or disposition thereof to the extent permitted under this Agreement or any Other Document, or (z) if such Inventory is located at a customer’s address set forth in Section 4.3 hereofany Rental Agreement or applicable work site. (b) (i) There As of the later of the Restatement Date and the date of the most recent supplement to Schedule 4.4 (if any) delivered to Agent in accordance with Section 9.18 hereof, there is no location at which any Borrower Credit Party has any Inventory (except for Inventory in transittransit or Inventory at a customer’s address set forth in any Rental Agreement or applicable work site) other than those locations listed on Schedule 4.54.4 and any other locations after the Restatement Date so long as the provisions of Section 4.4(a) have been complied with; (ii) as of the later of the Restatement Date and the date of the most recent supplement to Schedule 4.5 4.4 (if any) delivered to Agent in accordance with Section 9.18 hereof, Schedule 4.4 hereto contains a correct and complete list, as list of the Closing Date, of the legal names and addresses of each warehouse location at which Inventory of any Borrower Credit Party is storedstored (other than Inventory in transit or Inventory at a customer’s address set forth in any Rental Agreement or applicable work site); none of the receipts received by any Borrower Credit Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) as of the later of the Restatement Date and the date of the most recent supplement to Schedule 4.5 4.4 (if any) delivered to Agent in accordance with Section 9.18 hereof, Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Credit Party and (B) the chief executive office of each BorrowerCredit Party and the registered office of each Credit Party organized under the laws of Canada or any province thereof; and (iv) as of the later of the Restatement Date and the date of the most recent supplement to Schedule 4.5 4.4 (if any) delivered to Agent in accordance with Section 9.18 hereof, Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerCredit Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Grantor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower any Grantor or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower any Grantor that appear on such documents and agreements shall be genuine and each Borrower the applicable Grantor shall have full capacity to execute same; and (iv) each BorrowerGrantor’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent except as otherwise permitted in Section 4.3 hereofunder this Agreement. (i) There is no location at which any Borrower Grantor has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Grantor is stored; none of the receipts received by any Borrower Grantor from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Grantor and (B) the chief executive office of each BorrowerGrantor; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state province and street address, of all Real Property owned or leased by each BorrowerGrantor, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Collateral Agent’s 's security interest: (i) except as set forth on Schedule 4.5(a), each Borrower Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Collateral Agent; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower Loan Party or delivered to Collateral Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower Loan Party that appear on such documents and agreements shall be genuine and each Borrower Loan Party shall have full capacity to execute same; and (iv) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule 4.5 4.5(b) or such additional locations as such Loan Party may establish following thirty (30) days prior written notice to Collateral Agent and shall not be removed from such location(s) without the prior written consent of Agent Collateral Agent, except with respect to the a sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 7.1 hereof. No Collateral presently located within the United States of America may at any time be relocated outside the United States of America. (i) There is no location at which any Borrower a Loan Party has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.54.5(b); (ii) Schedule 4.5 4.5(b) hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower a Loan Party is stored; none of the receipts received by any Borrower Loan Parties from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 4.5(b) hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 4.5(b) hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerLoan Parties, together with the names and addresses of any landlords; and (v) the location (and orderly liquidation value at each location) of Equipment of each Loan Party. (c) Except for the Equipment set forth on Schedule 4.5(c) (which has an orderly liquidation value of $744,000), all of the Equipment listed on the Appraisals is in the United States of America at a location listed on Schedule 4.5(b) and is free and clear of all Liens and encumbrances other than Collateral Agent's security interest.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each the applicable Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each any Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each such Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (iv) each Borrower’s Borrowers’ Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofBusiness. (b) (i) There is no location at which any Borrower has Borrowers have any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Borrowers is storedstored and each warehouseman, bailee or other third party in possession of any of the Borrowers’ Inventory or Equipment; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall (I) be located as set forth on Schedule 4.5 or such other location owned or leased by Borrower, or (II) with respect to Inventory, constitute Inventory that is being sold on consignment and shall not be removed from meets the requirements set forth in section (d) of the definition of “Eligible Inventory,”, and in each such location(s) without case must remain at one of such locations unless the prior written consent of Agent is obtained, except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted for Inventory in Section 4.3 hereoftransit. (b) (i) There is no location Borrowers shall furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8 and in connection with the closing of any Permitted Acquisition, an updated Schedule 4.5, which Schedule 4.5 shall, list, as of the date of such schedule update, the locations at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on onand which Schedule 4.54.5 (which schedule should specify which locations constitute BaileeConsigned Inventory Locations) or other locations that are not owned or leased by a Borrower; (ii) Schedule 4.5 hereto heretodelivered as of the Eighth Amendment Closing Date contains a correct and complete list, as of the Eighth Amendment Closing Date, of the legal names and addresses of each warehouse or Consigned Location at which Inventory of any Borrower is storedstored or consigned; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto heretodelivered as of the Eighth Amendment Closing Date sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office officeroffice of each Borrower; and (iv) Schedule 4.5 hereto heretodelivered as of the Eighth Amendment Closing Date sets forth a correct and complete list as of the Eighth Amendment Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Grantor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower any Grantor or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower any Grantor that appear on such documents and agreements shall be genuine and each Borrower the applicable Grantor shall have full capacity to execute same; and (iv) each BorrowerGrantor’s Equipment and Inventory Collateral shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent except as otherwise permitted in Section 4.3 hereofunder this Agreement. (i) There is no location at which any Borrower Grantor has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Grantor is stored; none of the receipts received by any Borrower Grantor from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Grantor and (B) the chief executive office of each BorrowerGrantor; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state province (or state, if applicable) and street address, of all Real Property owned or leased by each BorrowerGrantor, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each the applicable Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each any Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each such Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (iv) each Borrower’s Borrowers’ Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There is no location at which any Borrower has Borrowers have any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Borrowers is storedstored and each warehouseman, bailee or other third party in possession of any of Borrowers’ Inventory or Equipment; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Note Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first second priority security interest in each and every item of the its respective Collateral (other than, so long as the Revolving Credit Facility shall not have been terminated, the Revolving Credit Priority Collateral, in which each Note Party shall be able to grant a secondthird priority security interest) to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; and (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory owned by the Note Parties with a fair market value in excess of $250,000 shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business and dispositions of Equipment and other assets to the extent permitted in Section 4.3 7.1(b) hereof, (B) in connection with the providing of services to Customers; (C) with respect to Equipment and Inventory in transit from one such location to another such location; and (D) with respect to Equipment and Inventory out for repair in the Ordinary Course of Business. (i) There is no location at which any Borrower has the Note Parties have any Inventory with a fair market value exceeding $250,000 (except for (A) Inventory temporarily stored at third party locations in connection with the providing of services to Customers and (B) Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower the Note Parties is storedstored with a fair market value exceeding $250,000; none of the receipts received by any Borrower Note Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Note Party and (B) the chief executive office of each BorrowerNote Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerNote Party, together with the names and addresses of any landlords. (c) Subject to providing at least three (3) Business Days’ prior written notice, together with the provision of an update to Schedule 4.5 to reflect such changes and compliance with Section 4.2, the Note Parties may store Equipment or Inventory with a fair market value in excess of $250,000 at a new owned or leased location; provided, that such notice and update to Schedule 4.5 shall reflect whether such new location is owned or leased.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofhereof and Equipment and Inventory located at job sites. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.54.5 or at job sites; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: interest (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; , (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; , (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; , and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale or transportation of Inventory in the Ordinary Course of Business and the sale of Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Eligible Inventory (except for Inventory in transit) in excess of 40,000 bushels of grain, 400,000 pounds of soybean oil, or 750 tons of fertilizer other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Eligible Inventory of any Borrower in excess of 40,000 bushels of grain, 400,000 pounds of soybean oil, or 750 tons of fertilizer is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; , and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (ia) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (ivd) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) locations without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof. . In no event shall (i) There is no location at which the aggregate Value of Borrowers' Consigned Inventory on any Borrower has any Inventory date exceed five percent (except for Inventory in transit5.0%) other than those locations listed on Schedule 4.5; of the aggregate Value of all Borrowers' Inventory, (ii) Schedule 4.5 hereto contains the aggregate Value of Borrowers' Inventory at all locations in the United State and not subject to a correct and complete listlandlord agreement, as mortgagee agreement, warehouseman agreement, Processor Agreement and/or Licensor/Agent Agreement satisfactory to Agent exceed ten percent (10.0%) of the Closing Dateaggregate Value of all Borrowers' Inventory, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth the aggregate Value of Borrowers' Inventory at any single location in the United States and not subject to a correct and complete list as landlord agreement, mortgagee agreement, warehouseman agreement, Processor Agreement and/or Licensor/Agent Agreement satisfactory to Agent exceed ten percent (10.0%) of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, aggregate Value of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordsBorrowers' Inventory.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Note Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral (other than, so long as the Revolving Credit Facility shall not have been terminated, the Revolving Credit Priority Collateral, in which each Note Party shall be able to grant a second priority security interest) to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; and (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory owned by the Note Parties with a fair market value in excess of $250,000 shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business and dispositions of Equipment and other assets to the extent permitted in Section 4.3 7.1(b) hereof, (B) in connection with the providing of services to Customers; (C) with respect to Equipment and Inventory in transit from one such location to another such location; and (D) with respect to Equipment and Inventory out for repair in the Ordinary Course of Business. (b) (i) There is no location at which any Borrower has the Note Parties have any Inventory with a fair market value exceeding $250,000 (except for (A) Inventory temporarily stored at third party locations in connection with the providing of services to Customers and (B) Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower the Note Parties is storedstored with a fair market value exceeding $250,000; none of the receipts received by any Borrower Note Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Note Party and (B) the chief executive office of each BorrowerNote Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerNote Party, together with the names and addresses of any landlords. (c) Subject to providing at least three (3) Business Days’ prior written notice, together with the provision of an update to Schedule 4.5 to reflect such changes and compliance with Section 4.2, the Note Parties may store Equipment or Inventory with a fair market value in excess of $250,000 at a new owned or leased location; provided, that such notice and update to Schedule 4.5 shall reflect whether such new location is owned or leased.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) except for properties (A) subject to short-term rental or lease agreements which are entered into only for use by consultants retained or employed by Borrower and (B) where no Borrower keeps and maintains its books or records related to accounts receivables invoicing, Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest interest, subject to the terms of the Intercreditor Agreement, in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) (it being understood that Borrowers may move such Equipment and Inventory among such locations) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. Borrowers, Agent and Lenders acknowledge and agree that Schedule 4.5 shall be deemed to be updated to include any additional locations that Agent is notified of in accordance with Section 9.11. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state state, province or territory, as applicable, and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower the Credit Parties or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower Credit Parties that appear on such documents and agreements shall be genuine and each Borrower Credit Parties shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Credit Parties’ Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment Business. Credit Parties may relocate Inventory at any time to any of the extent permitted in Section 4.3 hereoflocations set forth on Schedule 4.5 without the consent of Agent. (i) There is no location at which any Borrower has Credit Parties have any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Credit Parties is stored; none of the receipts received by any Borrower Credit Parties from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 4.19 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Credit Parties and (B) the chief executive office offices of each BorrowerCredit Parties; and (iv) Schedule 4.5 4.19 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerCredit Parties, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) on the Closing Date, each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and no Borrower’s Equipment or Inventory shall not be removed from such location(s) a location set forth on Schedule 4.5 without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and in accordance with Section 4.1(b)(i) below and Equipment to the extent permitted in Section 4.3 hereof; provided, however that each Borrower may move Inventory and Equipment (x) in the Ordinary Course of Business, (y) to any other location listed on Schedule 4.5 and (z) to any new location so long as the requirements of Section 9.11(b) are met. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) as of the Closing Date other than those locations listed on Schedule 4.54.5 and no Borrower’s Inventory shall be removed from a location set forth on Schedule 4.5 without the prior written consent of Agent except with respect to (x) the sale of Inventory in the Ordinary Course of Business to the extent permitted in Section 4.3 hereof; (y) Inventory with an aggregate appraised value of less than $250,000 or Inventory at a single location with an appraised value of less than $50,000 (which appraised values, in each case, shall be based on the most recent appraisal received by Agent in form and substance satisfactory to Agent in its sole discretion) and (z) each Borrower may move Inventory (1) in the Ordinary Course of Business, (2) to any other location listed on Schedule 4.5 and (3) to any new location so long as the requirements of Section 9.11(b) are met; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of no goods are the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order subject of a named Person or to a named Person and such named Person’s assignswarehouse receipt; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords. (c) Following the Closing Date, each Borrower and Credit Party shall inform Agent of additional locations at which Collateral is located in accordance with Section 9.11(b).

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 4.5, as the same may be supplemented from time to time, and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords. Borrowers may supplement Schedule 4.5 for new locations of Real Property acquired or leased by a Borrower following the Closing Date by giving written notice to Agent of such new locations that includes the information required by Section 4.5(b)(iv).

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s domestically situated Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any domestically situated Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which domestically situated Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each domestically situated place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerBorrower in the United States, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofhereof and (B) that Borrower may move Collateral from one location set forth on Schedule 4.5 to another location set forth on Schedule 4.5. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iviii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower is, and shall be remain the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each any Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: : (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to the Collateral Agent’s 's security interest: : (ia) each Borrower the applicable Grantor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first security interest, which shall be of second priority security interest subject to Permitted Liens, in each and every item of the its respective Collateral to the Collateral Agent; and, except for such Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; or (iib) each document and agreement executed by each Borrower the Grantors (or any of them) or delivered to the Collateral Agent or any Lender Secured Party in connection with this Agreement shall be true and correct in all respects; and (iiic) all signatures and endorsements of each Borrower any Grantor that appear on such documents and agreements shall be genuine and each Borrower Company shall have full capacity to execute same; . Schedule 2.8A sets forth a true, correct and complete list of each Grantor's Aircraft (iv) including Small Fixed-Wing Aircraft and Rotary Wing Aircraft), Engines and Propellers each Borrower’s capable of producing at least 750 horsepower or the equivalent thereof, identifying which of the foregoing categories in which each such item is properly categorized, identifying each such item by manufacturer, model and serial number and in the case of Aircraft, federal identification number. Schedule 2.8B sets forth a true, correct and complete list of the locations where all inventory and Parts of the Grantors are located. All Inventory, Equipment and Inventory Parts shall at all times (other than as consented to by the Collateral Agent in writing) be located as at the locations set forth on Schedule 4.5 2.8B, except with respect to (i) the sale of Inventory in the ordinary course of business; (ii) Collateral which is in transit in the ordinary course of such Grantor's business and shall not be removed from (iii) Aircraft, Engines, Propellers and Parts and other related Equipment in use or subject to off-site maintenance in the ordinary course of such location(sGrantor's business and (iii) other Collateral to the extent permitted by the Indenture and the Other Documents. Schedule 2.8B sets forth each location where the Company or any Grantor conducts business (the "Premises"). No Grantor may maintain any item of Collateral consisting of Rotary Wing Aircraft or Small Fixed-Wing Aircraft in a location outside the United States for a period in excess of thirty (30) days in any fiscal year without the prior written consent of Agent except with respect the Collateral Agent, which consent shall not be unreasonably withheld. Days during which such item of Collateral is in transit are not counted toward such thirty (30) day limitation. Each Grantor shall provide to the sale of Inventory in Collateral Agent prompt written notice when the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower item of Collateral consisting of Rotary Wing Aircraft and Small Fixed-Wing Aircraft is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or moved to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of location outside the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordsUnited States.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) except with respect to Collateral being used by work crews of any Borrower in the ordinary course of such Borrower’s business, each Borrower’s Equipment and Inventory Collateral shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Restated Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Restated Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Restated Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords. With respect to any books and records in connection with any Collateral or in any way relating thereto or evidencing the Collateral (collectively, the “Books and Records”) which are located at a leased location, such Books and Records shall only be located in and at such locations for which Agent has received an executed landlord agreement in form and substance satisfactory to Agent.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (ia) each Borrower shall be the sole owner of (except that M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and P▇▇▇▇ B▇▇▇▇▇▇ may own less than .0001% of the outstanding capital stock of MPHI) and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest First-Priority Interest or a Second-Priority Interest, as the case may be, in each and every item of the its respective Collateral to AgentAgent (with the further understanding that the Collateral may also from time to time be subject to Permitted Encumbrances); and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement constituting Collateral executed by each Borrower or delivered to Agent or any Lender in connection with this Loan Agreement shall be true and correct in all material respects; (iiic) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (ivd) each Borrower’s Equipment and Inventory shall be located as set forth at locations specifically identified on Schedule 4.5 (as Borrower may update from time to time by giving written notice to Agent thereof, provided the foregoing ongoing permitted updates of such Schedule shall only be allowed as to additional locations of such property within the United States, and such property and any such additional locations shall remain subject to any and all provisions of this Loan Agreement and the other Loan Documents) and shall not be removed from such location(s) without the prior written consent of Agent Agent, except if in-transit among such locations or out for repair, and except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof. 14. Effective on the P▇▇▇▇▇▇ Acquisition Effective Date, Section 5.5 of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following: (a) The pro forma balance sheet of Borrowers and their consolidated Subsidiaries on a consolidated basis at the Parent level (the “Pro Forma Balance Sheet”) when furnished to Agent in accordance herewith shall reflect the consummation of the transactions contemplated by the Pecos Acquisition Agreement, the Canyon Acquisition Agreement, the Total Petroleum Acquisition Agreement and the P▇▇▇▇▇▇ Acquisition Agreement, under this Agreement and under the JPM Credit Agreement (collectively being referred to herein as the “Transactions”) and shall fairly reflect in all material respects the financial condition of Borrowers and their consolidated Subsidiaries on a consolidated basis as of the Fourth Amendment Closing Date after giving effect to the Transactions, and is to be prepared in accordance with GAAP (subject to the absence of footnotes, the application of SFAS 133 and 130 and normal year-end audit adjustments). The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the President and Chief Financial Officer on behalf of Parent. (b) The annual (x) cash flow projections, (y) income projections and (z) a projected balance sheet of the Borrowers prepared on a consolidated basis at the Parent level for the fiscal year ending June 30, 2008, copies of which are annexed hereto as Exhibit 5.5(b) (the “Projections”), were prepared by Parent, are based on underlying assumptions which were believed to be reasonable as of the date made, and reflect Parent’s judgment, based on assumptions which were believed to be reasonable at the time made regarding what was believed to be at such time a reasonably likely set of results for the projected period, provided, however, since such Projections are by their nature prospective and contingent on a wide range of factors, actual results therefore may vary significantly, provided, further, nothing has occurred in the interval between the date of determination of the reasonableness of the assumptions referenced above and the date of the delivery of the Projections to Agent to render Parent’s belief regarding the foregoing assumptions no longer reasonable. The Projections together with the Pro Forma Balance Sheet, are referred to as the “Pro Forma Financial Statements”. 15. Section 6.14 of the Loan Agreement is hereby amended by adding the following new sentence at the end of such Section 6.14: Within 90 days (or such longer time period as reasonably determined by Agent) after the Fourth Amendment Closing Date, the Agent shall have received evidence of the filing of modifications to the Mortgages and title insurance bring-downs and endorsements with respect thereto, all in form and substance reasonably satisfactory to the Agent. 16. Effective on the P▇▇▇▇▇▇ Acquisition Effective Date, Section 6.15 of the Loan Agreement is hereby amended by adding the following new sentence at the end of such Section 6.15: Within 60 days (or such longer time period as reasonably determined by Agent) after the P▇▇▇▇▇▇ Acquisition Effective Date the Agent shall have received evidence reasonably satisfactory to the Agent that P▇▇▇▇▇▇ has directed all of its Customers to remit payments to the Blocked Accounts. 17. The introductory clause of Section 7.1(a) of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following: (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it, provided however, that (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; may merge or consolidate into another Borrower, (ii) Schedule 4.5 hereto contains a correct in connection with the IPO, MMSI may merge with and complete listinto MPFC in accordance with the Finance Corp Certificate of Merger, so long as of the Closing Date(1) MPFC survives such merger, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or (2) MPFC provides (x) prompt notice to the order Agent of such merger, and (y) a named Person or copy of such Finance Corp Certificate of Merger filed with the Delaware Secretary of State and all other filings, if any, with respect to such merger, and (3) MPHI executes and delivers a named Person Borrower Joinder pursuant to Section 16.21 hereof, and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth in connection with the IPO, Parent may merge with and into MPHI, pursuant to the Holdings Certificate of Merger so long as (1) MPHI survives such merger and (2) MPHI provides (x) prompt notice to the Agent of such merger and (y) a correct copy of such Holdings Certificate of Merger filed with the Delaware Secretary of State and complete list as all other filings, if any, with respect to such merger; and provided further that (i) any Borrower may purchase or acquire all or a substantial portion of the Closing Date assets or stock of any Person or a business or division of another Person (A) each place of business of each Borrower a “Permitted Acquisition”), and (Bii) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as any Borrower may merge or consolidate with or into any Person if all of the Closing Date following requirements are met in connection with such Permitted Acquisition, merger or consolidation: 18. Effective on the P▇▇▇▇▇▇ Acquisition Effective Date, Section 7.1(a)(ii)(G) of the location, by state Loan Agreement is hereby deleted in its entirety and street address, of all Real Property owned or leased by each Borrower, together with in its stead is inserted the names and addresses of any landlords.following:

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords. (c) Borrowers, Agent and Lenders acknowledge and agree that Schedule 4.5 shall be deemed to be updated to include any additional locations that Agent is notified of in accordance with Section 9.11.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest to Agent in each and every item of the its respective Collateral to AgentCollateral; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof4.3. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule 4.5 ------------ and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (i) the sale of Inventory in the Ordinary Course of Business Business, (ii) transfers of Equipment permitted by Section 4.3, (iii) the ----------- relocation of Inventory and Equipment (other than Aircraft) to a location other than as set forth on Schedule 4.5, provided that (A) the extent permitted aggregate amount of ------------ such relocated Inventory and Equipment shall not exceed at any one time One Hundred Thousand Dollars ($100,000.00) and (B) within thirty (30) days of such relocation, Borrowers shall have delivered to Agent such UCC-1 financing statements, landlord waivers and other documents as Agent may require to perfect and protect its interests in Section 4.3 hereofsuch Inventory, and (iv) Aircraft, as mobile goods, may be used throughout their intended area of service. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transittransit and the usage area for Aircraft) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto ------------ ------------ contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 ------------ hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.and

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment Business. Borrower may relocate Inventory at any time to any of the extent permitted in Section 4.3 hereoflocations set forth on Schedule 4.5 without the consent of Agent. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 4.19 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 4.19 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofBusiness. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s the Lender's security interest: (ia) each Borrower the Borrowers shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and an every item of the its respective Collateral to Agentthe Lender; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens Liens, Claims, Charges and encumbrances whatsoever; (iib) each document and agreement executed by each Borrower Borrowers or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of each Borrower Borrowers that appear on such documents and agreements shall be genuine and each Borrower Borrowers shall have full capacity to execute same; and (ivd) each Borrower’s Borrowers' Equipment and Inventory shall be is located as set forth on Schedule Exhibit 4.5 and shall not be removed from such location(s) without the prior written consent of Agent the Lender except (i) with respect to the sale of Inventory in the Ordinary Course ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; , (ii) Schedule 4.5 hereto contains a correct and complete list, as the relocation of Inventory and/or Equipment to any of the Closing Datelocations set forth in Exhibit 4.5 (other than the relocation to processors which shall be governed by the provisions of Section 4.5(d)(iii) below), provided that, with respect to the relocation of the legal names and addresses of each warehouse at which Inventory Equipment, Lender receives not less than thirty (30) days prior written notice of any Borrower is stored; none of the receipts received by intended relocation, except that, Borrowers shall not be permitted to relocate or move any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or Equipment to the order Dominican Republic from the United States, the Commonwealth of a named Person Puerto Rico or to a named Person otherwise without Lender's prior written consent, and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as the relocation of any of the Closing Date of (A) each place of business of each Borrower Borrower's molds, tools, dies and (B) the chief executive office of each Borrower; and (iv) Schedule goods to any location specified in Exhibit 4.5 hereto sets forth as a correct and complete list as of the Closing Date of the processor location, provided that, in connection therewith, at Lender's option, Industries and Ditel shall use their best efforts to cause any such processor designated by state Lender to execute and street address, deliver in favor of Lender an acknowledgment and waiver in form and substance satisfactory to Lender and the aggregate amount of all Real Property owned or leased by each Borrowersuch molds, together with the names tools and addresses dies delivered to such processors shall not, without Lender's prior written consent, exceed at any given time an aggregate original cost of any landlords$600,000, subject to adjustment from time to time in Lender's sole discretion.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; and (ii) each document Borrower’s Inventory with a fair market value in excess of $100,000 and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s ABL Equipment and Inventory shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business Business;, (B) in connection with the providing of services to Customers;, (C) with respect to Inventory or ABL Equipment in transit from one such location to another such location, and (D) with respect to Inventory or ABL Equipment to out for repair in the extent permitted in Section 4.3 hereofOrdinary Course of Business. (b) (i) (i) There is no location at which any Borrower Loan Party has any Inventory with a fair market value exceeding $100,000 or ABL Equipment (except for (A) Inventory or ABL Equipment temporarily stored at third party locations in connection with the providing of services to Customers and, (B) Inventory in transit) or ABL Equipment in transit from one such location to another or to or from one such location from a third party location in connection with the providing of services to Customers), and (C) Inventory or ABL Equipment out for repair in the Ordinary Course of Business other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Loan Party is storedstored with a fair market value exceeding $100,000; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerLoan Party, together with the names and addresses of any landlords. (c) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 4.5 or otherwise in this Agreement, any Loan Party may from time to time (x) change its chief executive office or (y) establish, enter into a lease for or acquire by ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 purchase a new business location and/or new location at which any Inventory of any Loan Party with a fair market value in excess of $100,000 is to be located and/or kept or at which any records regarding the Receivables of any Loan Party are kept, but only if and to the extent that such Loan Party shall provide prior written notice (which notice shall indicate whether such new chief executive office, records location or Inventory location is owned Real Property, leased Real Property or a third party collateral location and shall include an updated Schedule 4.5 reflecting such new location) of such change, establishment, entry into a lease or acquisition at least three (3) days prior thereto but provided further that nothing in this sentence shall be construed to contradict or limit the provisions of clause (f) of the definition of Eligible Inventory.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state province and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Note Party is, and shall be remain the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest (subject only to Permitted Encumbrances that have priority as a matter of Applicable Law and Liens securing the Senior Lien Obligations) in each and every item of the its respective Collateral to AgentCollateral; and, (ii) except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens Liens; and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each BorrowerNote Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 15 to the Perfection Certificate and shall not be removed from such location(s) without the prior written consent of Agent Agent, except with respect (1) as may be moved from one location on such schedule to another location on such schedule, (2) Inventory in-transit, (3) Equipment out for repair in the ordinary course of business, (4) the sale, transfer or disposition of assets permitted under this Agreement to a Person that is not a Note Party and (5) as may be located at locations not set forth on Schedule 15 to the sale of Inventory in the Ordinary Course of Business and Equipment Perfection Certificate to the extent permitted the aggregate value of Equipment and Inventory at such locations does not exceed $10,000,000 for any one location or $25,000,000 in Section 4.3 hereofthe aggregate for all such locations. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto 15 to the Perfection Certificate contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory having a value in excess of $10,000,000 of any Borrower Note Party is stored; none of the receipts received by any Borrower Note Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; assigns and (iiiii) Schedule 4.5 hereto 3 to the Perfection Certificate sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Note Party and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordsNote Party.

Ownership of Collateral. (a) With respect to the Collateral, at the time ----------------------- the Collateral becomes subject to Agent’s 's security interest: : (ia) Borrower and each Borrower of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentAgent (other than purchase money security interests permitted hereunder and statutory liens); and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of Borrower and each Borrower of its Subsidiaries that appear on such documents and agreements shall be genuine and Borrower and each Borrower of its Subsidiaries shall have full capacity to execute same; and (ivd) each Borrower’s 's and its Subsidiaries' Equipment and Inventory shall be located as at the locations set forth on Schedule 4.5 and shall not be removed from such location(s) without the ------------ prior written consent of Agent except (i) with respect to the sale of Inventory in the Ordinary Course ordinary course of Business and Equipment business, including, without limitation, to the extent permitted customer locations, or dispositions in accordance with Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 hereto contains a correct and complete listor otherwise permitted hereunder to ------------ another one location on Schedule 4.5 or otherwise permitted hereunder, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct ------------ transportation by employees of personal computing devices and complete list as related accessories used by such employees in the ordinary course of business of the Closing Date of Borrower or any Guarantor, or (iv) (A) each place of business of each upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) the chief executive office receipt by Agent of each Borrower; an executed landlord waiver for such location in form and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordssubstance satisfactory to Agent.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall (I) be located as set forth on Schedule 4.5 4.5, (II) with respect to Inventory, constitute Inventory that is being sold on consignment and shall not meets the requirements set forth in section (d) of the definition of “Eligible Inventory,” or (III) with respect to Equipment, be removed from Equipment that is located at open dealer locations in the Ordinary Course of Business, and in each such location(s) without case must remain at one of such locations unless the prior written consent of Agent is obtained, except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof7.1(b) hereof and for Inventory in transit. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.54.5 (which schedule should specify which locations constitute Bailee Locations); (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office officer of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each the Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each the Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each the Borrower that appear on such documents and agreements shall be genuine and each the Borrower shall have full capacity to execute same; and (iv) each the Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent except as otherwise permitted in Section 4.3 hereofunder this Agreement. (i) There is no location at which any the Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any the Borrower is stored; none of the receipts received by any the Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each the Borrower and (B) the chief executive office of each the Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each the Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There Subject to the final sentence of Schedule 4.5 hereto, there is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentLender’s security interest: (i) each Borrower Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentLender; and, except for Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower a Loan Party that appear on such documents and agreements shall be genuine and each Borrower such Loan Party shall have full capacity to execute same; and (iv) each BorrowerLoan Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent Lender except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business and Equipment to the extent permitted in Section 4.3 hereofbusiness. (i) There is no location at which any Borrower Loan Party has any Inventory (except for Inventory in transittransit or at customers’ locations) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse (other than customers’ locations) at which all Inventory of any Borrower such Loan Party is stored; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower a Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property real property owned or leased by each BorrowerLoan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof4.3. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit, Inventory located on Lehigh vehicles, or Inventory at other locations with a value of not in excess of $75,000 each) other than those locations listed on Schedule 4.5, which may be updated from time to time; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Restatement Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Restatement Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Restatement Date of the location, by state or province and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (ia) each Borrower Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement with respect to the Collateral executed by each Borrower any Credit Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iiic) all signatures and endorsements of each Borrower any Credit Party that appear on such documents and agreements shall be genuine and each Borrower Credit Party shall have full capacity to execute same; and (ivd) each Borrower’s Credit Party's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof4.3. (b) (i) There is no location at which any Borrower Credit Party has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower each Credit Party is stored; none of the receipts received by any Borrower Credit Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Credit Party and (B) the chief executive office of each BorrowerCredit Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerCredit Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest, subject to Permitted Encumbrances, in all of its rights, title and interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofhereof and except for in-transit Inventory and Equipment in the Ordinary Course of Business. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transittransit and other locations which collectively do not contain Inventory in excess of $150,000 in the aggregate) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto (as updated from time to time in accordance with Section 9.17 hereof) contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Grantor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower any Grantor or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower any Grantor that appear on such documents and agreements shall be genuine and each Borrower the applicable Grantor shall have full capacity to execute same; and (iv) each BorrowerGrantor’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent except as otherwise permitted in Section 4.3 hereofunder this Agreement. (i) There is no location at which any Borrower Grantor has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the First Amendment Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Grantor is stored; none of the receipts received by any Borrower Grantor from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the First Amendment Closing Date of (A) each place of business of each Borrower Grantor and (B) the chief executive office of each BorrowerGrantor; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the First Amendment Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerGrantor, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: : (ia) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; , and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (ivd) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule SCHEDULE 4.5 and shall not be removed from such location(s) locations without the prior written consent of Agent except with respect to the sale of Inventory in the Borrower's Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no hereof ; PROVIDED, HOWEVER, Borrower may move Inventory or Equipment, or any record relating to any Collateral, to a location at which any Borrower has any Inventory (except for Inventory in transit) the United States other than those locations listed shown on Schedule 4.5; (ii) Schedule SCHEDULE 4.5 hereto contains a correct so long as Borrower has given Agent at least thirty (30) Business Days prior written notice of such new location and complete list, as of the Closing Date, of the legal names prior to moving any Inventory or Equipment to such location Borrower has executed and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer Agent appropriate Lien Perfection Documents, including Lien Waiver Agreements, to perfect or continue the perfection of Agent's Liens with respect to such Inventory or Equipment; PROVIDED, FURTHER, HOWEVER, Borrower may have Equipment and Service Inventory at locations other than those set forth on SCHEDULE 4.5 so long as the order aggregate Value of a named Person such Service Inventory and the fair market value of such Equipment does not exceed $5,000 at any single location or to a named Person and $50,000 in the aggregate for all such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordslocations.

Ownership of Collateral. (a) With respect Borrower has, or as to any and all Collateral hereafter acquired will have, and shall continue to have, good, indefeasible and marketable title to and ownership of the Collateral, at free and clear of all mortgages, pledges, liens, encumbrances and security interests other than liens and security interests created in favor of Lender or as expressly permitted hereunder. Borrower will not, without the time prior written consent of Lender, sell, transfer, convey, lease, assign or otherwise dispose of any Collateral (other than Inventory sold or leased in the ordinary course of business), or permit anything to be done that may impair the value of any of the Collateral becomes subject or the security intended to Agent’s be afforded hereby, or create or permit to exist any mortgage, pledge, lien, encumbrance or other security interest: (i) each interest in any Collateral other than the lien created pursuant to this Agreement and any other liens created in favor of Lender. Borrower shall be pay promptly when due all taxes and assessments upon the sole owner Collateral or for its use or operation and, if requested in writing by Lender, shall deliver to Lender, within ten (10) days after such request, a receipt or other evidence satisfactory to Lender of the payment thereof. Lender will have, so long as any of the Obligations remain unpaid, a good and valid lien upon the Collateral prior to the rights of all third parties whomsoever and Borrower will defend the Collateral against all claims and demands of all such third parties. Borrower is fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentLender; and, except for Permitted Encumbrances the Collateral shall be free all documents and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement agreements shall be true and correct and in all respectsrespects what they purport to be; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements thereon shall be genuine and each Borrower all signatories and endorsers shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is storedcontract; none of the receipts received transactions underlying or giving rise to the Collateral shall violate any applicable state or federal laws or regulations; all documents relating to the Collateral shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; and Borrower agrees to defend the Collateral against the claims of all persons other than Lender. If the Collateral, or any part thereof is at any time in any manner converted by its issuer or maker into another type of property or any Borrower from any warehouse states that the goods covered thereby are to money or other proceeds ever be paid or delivered to bearer Borrower as a result of Borrower's rights in the Collateral, then, in any such event, all such property, money and other proceeds shall become part of the Collateral, and Borrower covenants to forthwith pay or deliver to Lender all of the order same which is susceptible of delivery and, at the same time, if Lender deems it necessary and so requests, Borrower will properly endorse or assign the same. With respect to any of such property of a named Person kind requiring any additional security agreement, financing statement or other writing to perfect a named Person security interest therein in favor of Lender, Borrower will forthwith execute and deliver to Lender whatever Lender shall deem necessary or proper for such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordspurpose.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s the Lender's security interest: : (ia) each the Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and an every item of the its respective Collateral to Agentthe Lender; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens Liens, Claims, Charges and encumbrances whatsoever; (iib) each document and agreement executed by each the Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of each the Borrower that appear on such documents and agreements shall be genuine and each the Borrower shall have full capacity to execute same; and (ivd) each the Borrower’s 's Equipment and Inventory shall be is located as set forth on Schedule EXHIBIT 4.5 and shall not be removed from such location(s) without the prior written consent of Agent the Lender except (i) with respect to the sale of Inventory in the Ordinary Course ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; hereof and (ii) Schedule 4.5 hereto contains a correct and complete list, as the relocation of Inventory and/or Equipment to any of the Closing Datelocations set forth in EXHIBIT 4.5 (other than the relocation to processors which shall be governed by the provisions of Section 4.5(d)(iii) below), PROVIDED THAT, with respect to the relocation of the legal names and addresses of each warehouse at which Inventory Equipment, Lender receives not less than thirty (30) days prior written notice of any intended relocation, EXCEPT THAT, the Borrower is stored; none of the receipts received by shall not be permitted to relocate or move any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or Equipment to the order Dominican Republic from the United States, the Commonwealth of a named Person Puerto Rico or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordsotherwise without Lender's prior written consent.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity authority to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof4.3. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; Agent and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iviii) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (x) the sale of Inventory in the Ordinary Course of Business Business, (y) Equipment in-transit to and from, and in use at, Customer's premises, provided that such premises are properly reflected on the Rig status report delivered to Agent pursuant to Section 9.2 hereof and (z) other Equipment to the extent permitted transferred in compliance with Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any each Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Borrower, and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (x) the sale of Inventory in the Ordinary Course of Business and Equipment Business, (y) the disposition of Equipment, to the extent permitted in Section 4.3 hereof, and (z) the temporary removal from any such location for the purpose of repair or special fabrication, in the Ordinary Course of Business. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentLender’s security interest: (i) each Borrower U.S. Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentLender; and, except for Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a U.S. Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower a U.S. Loan Party that appear on such documents and agreements shall be genuine and each Borrower such U.S. Loan Party shall have full capacity to execute same; and (iv) each BorrowerU.S. Loan Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent Lender except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business and Equipment to the extent permitted in Section 4.3 hereof.business. (b) (i) There is no location at which any Borrower U.S. Loan Party has any Inventory (except for Inventory in transittransit or at customers’ locations) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse (other than customers’ locations) at which all Inventory of any Borrower such U.S. Loan Party is stored; none of the receipts received by any Borrower U.S. Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower a U.S. Loan Party and (B) the chief executive office of each BorrowerU.S. Loan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property real property owned or leased by each BorrowerU.S. Loan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (x) the sale of Inventory in the Ordinary Course of Business and Business, (y) the sale of Equipment to the extent permitted in Section 4.3 hereof and (z) Equipment in-transit to and from, and in use at, Customers’ premises, provided that such premises are properly reflected on the Rig Fleet Equipment status report delivered to Agent pursuant to Section 9.2 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; Agent (excluding ▇▇▇▇▇ Receivables and Equipment subject to a lien described in clause (h) of the definition of Permitted Encumbrance) and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street or equivalent address, of all Real Property owned or leased by each BorrowerProperty, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each the applicable Borrower shall be (other than with respect to any Purchase Money Lien) the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each any Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each such Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (iv) each Borrower’s Borrowers’ Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (b) (i) There is no location at which any Borrower has Borrowers have any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Borrowers is storedstored and each warehouseman, bailee or other third party in possession of any of Borrowers’ Inventory or Equipment; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower a Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower a Credit Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower a Credit Party that appear on such documents and agreements shall be genuine and each Borrower such Credit Party shall have full capacity to execute same; and (iv) each Borrowerthe Credit Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There As of the Closing Date, there is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none stored and each warehouseman, bailee or other third party in possession of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer of Borrower’s Inventory or to the order of a named Person or to a named Person and such named Person’s assignsEquipment; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerB▇▇▇▇▇▇▇, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each Borrower the applicable Loan Party shall be the sole owner have rights to and an interest in of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances Liens, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower any Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower any Loan Party that appear on such documents and agreements shall be genuine and each Borrower such Loan Party shall have full capacity to execute same; and (iv) each Borrower’s Loan Party's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory or Equipment, as permitted herein, items in the Ordinary Course of Business transit and Equipment to the extent except as otherwise permitted in Section 4.3 hereofunder this Agreement. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse owned or leased location at which Inventory of any Borrower Loan Party is stored; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each principal place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 5.12 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerLoan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; and (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory with a fair market value in excess of $100,000 shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business Business; (B) in connection with the providing of services to Customers; (C) with respect to Inventory in transit from one such location to another such location, and Equipment (D) with respect to Inventory out for repair in the extent permitted in Section 4.3 hereofOrdinary Course of Business. (i) There is no location at which any Borrower Loan Party has any Inventory with a fair market value exceeding $100,000 (except for (A) Inventory temporarily stored at third party locations in connection with the providing of services to Customers and (B) Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Loan Party is storedstored with a fair market value exceeding $100,000; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerLoan Party, together with the names and addresses of any landlords. (c) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 4.5 or otherwise in this Agreement, any Loan Party may from time to time (x) change its chief executive office or (y) establish, enter into a lease for or acquire by purchase a new business location and/or new location at which any Inventory of any Loan Party with a fair market value in excess of $100,000 is to be located and/or kept or at which any records regarding the Receivables of any Loan Party are kept, but only if and to the extent that such Loan Party shall provide prior written notice (which notice shall indicate whether such new chief executive office, records location or Inventory location is owned Real Property, leased Real Property or a third party collateral location and shall include an updated Schedule 4.5 reflecting such new location) of such change, establishment, entry into a lease or acquisition at least three (3) days prior thereto but provided further that nothing in this sentence shall be construed to contradict or limit the provisions of clause (f) of the definition of Eligible Inventory.

Ownership of Collateral. (a) With respect to The Borrower is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner free and clear of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; andany Liens, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; the security interest granted to the Lender. The Borrower further represents and warrants that (i) all Pledged Collateral constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non assessable, (ii) each document and agreement executed by each Borrower or with respect to any certificates delivered to Agent the Lender representing any Capital Stock, either such certificates are “securities” as defined in Article 8 of the UCC as a result of actions by the issuer or any otherwise, or, if such certificates are not securities, the Borrower has so informed the Lender in connection with this Agreement shall be true and correct in all respects; so that the Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; Pledged Collateral held by a securities intermediary is covered by an Account Control Agreement and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect all Pledged Collateral which represents Indebtedness owed to the sale Borrower has been duly authorized, authenticated or issued and delivered by the issuer of Inventory such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. default thereunder. In addition, (i) There is no location at none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; such issuance or transfer may be subject, (ii) Schedule 4.5 hereto contains a correct and complete listthere are existing no options, as of the Closing Datewarrants, of the legal names and addresses of each warehouse at which Inventory calls or commitments of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or character whatsoever relating to the order Pledged Collateral or which obligate the issuer of a named Person or any Capital Stock included in the Pledged Collateral to a named Person issue additional Capital Stock, and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct no consent, approval, authorization, or other action by, and complete list as no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by the Borrower of the Closing Date Pledged Collateral pursuant to Section 7 or for the execution, delivery and performance of (A) each place of business of each Borrower and (B) this Agreement by the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as , or for the exercise by Lender of the Closing Date voting or other rights provided for in this Agreement or for the remedies in respect of the locationPledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by state laws affecting the offering and street address, sale of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordssecurities generally.

Ownership of Collateral. (a) a. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest (subject to Permitted Encumbrances) in each and every item of the its respective Collateral to AgentAgent (other than the Real Property); and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's and/or the Trust's security interest: (i) each Borrower the applicable Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentAgent and/or the Trust, as applicable; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower any Loan Party or delivered to Agent Agent, the Trust or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower any Loan Party that appear on such documents and agreements shall be genuine and each Borrower such Loan Party shall have full capacity to execute same; and (iv) each Borrower’s Loan Party's Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale or lease of Inventory and use of Rolling Stock Equipment in the Ordinary Course ordinary course of Business business and Equipment to the extent except as otherwise permitted in Section 4.3 hereofunder this Agreement. (i) There is no location at which any Borrower Loan Party has any Inventory (except for Inventory in transittransit and Inventory leased by any Loan Party in the ordinary course of business) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Loan Party is stored; none of the receipts received by any Borrower Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Loan Party and (B) the chief executive office of each BorrowerLoan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerLoan Party, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent (it being acknowledged that Borrowers may move equipment with a book value less than $100,000 in the aggregate (in one or a series of moves) after the Closing Date from a location not subject to the Direct TV Security Documents to a location subject to the Direct TV Security Documents without the prior written consent of Agent) except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With Pledgor has purchased and owns the Collateral. The assignment evidenced by this Pledge Agreement is a continuing one and is irrevocable so long as any of the Obligations are outstanding and shall terminate only upon payment or other satisfaction in full of all Obligations or Pledgee's acknowledgement in writing that this Pledge Agreement has been terminated. Upon termination of this Pledge Agreement, and to the extent the Collateral has not been applied in satisfaction of the Obligations, the Pledge shall reassign the Collateral to Pledgee and reassign any passbooks, certificates and other documents in Pledgee's possession at Pledgor's request. All securities and security entitlements pledged as Collateral hereunder are fully paid and non-assessable. Pursuant to the terms of any loan collateral account entered into by and among Evergreen, Pledgor and Pledgee, Pledgor has authorized (or will authorize) Evergreen to record and transfer all of Pledgor's shares in the Account into a separate loan collateral account in the name of Pledgee. (b) All income, dividends, earnings and profits with respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be reported for state and federal income tax purposes as attributable to Pledgor and not Pledgee. Pledgee or any other person authorized to report income distributions is authorized to issue IRS Forms 1099 indicating Pledgor as the sole owner recipient of such income, earnings and fully authorized and able profits. (c) Until a Draw Event occurs, Pledgor shall have the right to vote the securities pledged hereunder; provided, however, Pledgor may not sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective exchange for other property or cash or otherwise exercise rights with respect to such Collateral to Agent; andor, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iias expressed in Section 3(d) each document and agreement executed by each Borrower hereof, receive any distributions, cash dividends, interest, or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed proceeds from such location(s) Collateral without the prior written consent of Agent except Pledgee and any such distributions, dividends, interest, or proceeds shall be held in trust for, and immediately delivered to Pledgee. Any consent pursuant to this paragraph shall be in Pledgee's sole discretion. Pledgor authorizes and directs Evergreen to comply with respect the terms of this Pledge Agreement, to enter into a loan collateral agreement, to ▇▇▇▇ its records to show the sale security interest of Inventory and/or the transfer to Pledgee of the securities and other investment property pledged hereunder and to mail monthly statements to Pledgee, in the Ordinary Course of Business and Equipment addition to the extent permitted in Section 4.3 hereofPledgor. (id) There is Until a Draw Event occurs, Pledgor shall be permitted to withdraw from and receive out of the Collateral any and all cash dividends or interest paid thereon, provided, that Pledgor shall not be permitted to cause Evergreen to pay such amounts to Pledgor more frequently than once each calendar month and no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed such withdrawal or payment shall cause the Amount of the Collateral to fall below the amount stated on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordsA attached hereto.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentTCS’s security interest: (i) each Borrower the Company shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to AgentTCS; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower the Company or delivered to Agent or any Lender TCS in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower the Company that appear on such documents and agreements shall be genuine and each Borrower the Company shall have full capacity to execute same; and (iv) each Borrowerthe Company’s Equipment and Inventory shall be located as set forth on Schedule 4.5 to the Credit Agreement and shall not be removed from such location(s) without the prior written consent of Agent TCS except (A) with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof2.03 hereof and (b) that the Company may move Collateral from one location set forth on Schedule 4.5 to the Credit Agreement to another location set forth on such schedule. (i) There is no location at which any Borrower the Company has any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.54.5 to the Credit Agreement; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto Credit Agreement sets forth a correct and complete list as of the Closing Date date hereof of (A) each place of business of each Borrower the Company and (B) the chief executive office of each Borrowerthe Company; and (iviii) Schedule 4.5 hereto to the Credit Agreement sets forth a correct and complete list as of the Closing Date date hereof of the location, by state and street address, of all Real Property real property owned or leased by each Borrowerthe Company, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none stored and each warehouseman, bailee or other third party in possession of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer of Borrower’s Inventory or to the order of a named Person or to a named Person and such named Person’s assignsEquipment; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s 's Equipment and Inventory shall be located as set forth on Schedule SCHEDULE 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofBusiness. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule SCHEDULE 4.5; (ii) Schedule SCHEDULE 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule SCHEDULE 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule SCHEDULE 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) each the applicable Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each any Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each such Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (iv) each Borrower’s Borrowers' Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has Borrowers have any Inventory (except for Inventory in transit) or other Collateral other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower Borrowers is storedstored and each warehouseman, bailee or other third party in possession of any of the Borrowers' Inventory or Equipment; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s 's assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofhereof or in the Ordinary Course of Business. (i) There is no location at which any Borrower has any Inventory Equipment or other goods (except for Inventory rolling stock or goods in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office officer of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property real property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment Schedule 4.5(a) hereto sets forth a correct and Inventory shall be located complete list as set forth on Schedule 4.5 of the Closing Date of the location, by state and shall not be removed from such location(s) without street address, of all Real Property, together with the prior written consent names and addresses of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereofany landlords. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transitSchedule 4.5(b)(i) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each third-party warehouse or other third-party processing location at which Inventory of any Borrower with a value in excess of $50,000 is storedstored or processed; (ii) there is no location at which any Borrower has any Equipment or Inventory (except for Inventory in transit and Inventory with a value of less than $50,000) other than those locations listed on Schedule 4.5(a) or Schedule 4.5(b)(i); (iii) none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; and (iiiiv) Schedule 4.5 4.5(b)(iv) hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (Beach of their respective Subsidiaries not listed on Schedule 4.5(a) the chief executive office of each Borrower; and (iv) or Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords4.5(b)(i).

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower the Credit Parties or any one of them shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoeverLiens; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower Credit Party that appear on such documents and agreements shall be genuine and each Borrower Credit Party shall have full capacity to execute same; and (iviii) each BorrowerCredit Party’s Equipment and Inventory shall be located as at one of the locations set forth on Schedule 4.5 4.4 or otherwise set forth in a written notice from a Credit Party to the Agent and shall not be removed from such location(s) without the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) except with respect (x) to the extent in transit, (y) the sale of Inventory in the Ordinary Course of Business and Equipment or disposition thereof to the extent permitted under this Agreement or any Other Document, or (z) if such Inventory is located at a customer’s address set forth in Section 4.3 hereofany Rental Agreement or applicable work site. (i) There is no location at which any Borrower Credit Party has any Inventory (except for Inventory in transittransit or Inventory at a customer’s address set forth in any Rental Agreement or applicable work site) other than those locations listed on Schedule 4.54.4 and any other locations after the Restatement Date so long as the provisions of Section 4.4(a) have been complied with; (ii) Schedule 4.5 4.4 hereto contains a correct and complete list, as list of the Closing Date, of the legal names and addresses of each warehouse location at which Inventory of any Borrower Credit Party is storedstored (other than Inventory in transit or Inventory at a customer’s address set forth in any Rental Agreement or applicable work site); none of the receipts received by any Borrower Credit Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 4.4 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Credit Party and (B) the chief executive office of each BorrowerCredit Party and the registered office of each Credit Party organized under the laws of Canada or any province thereof; and (iv) Schedule 4.5 4.4 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each BorrowerCredit Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; Agent and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear appears on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iviii) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (x) the sale of Inventory in the Ordinary Course of Business Business, (y) Equipment in-transit to and from, and in use at, Customer’s premises, provided that such premises are properly reflected on the Rig status report delivered to Agent pursuant to Section 9.2 hereof and (z) other Equipment to the extent permitted transferred in compliance with Section 4.3 hereof. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower Borrower, and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent Agent, except (i) with respect to the sale or other transfer of Inventory in the Ordinary Course of Business and Saleable Equipment to the extent permitted in Section 4.3 hereofhereof and (ii) with respect to the operation of each Borrower’s business in the Ordinary Course of Business. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords. With respect to any books and records in connection with any Collateral or in any way relating thereto or evidencing the Collateral (collectively, the “Books and Records”) which are located at a leased location, such Books and Records shall only be located in and at such locations for which Agent has received an executed landlord agreement in form and substance satisfactory to Agent.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall (I) be located as set forth on Schedule 4.5 4.5, (II) with respect to Inventory, constitute Inventory that is being sold on consignment and shall not meets the requirements set forth in section (d) of the definition of “Eligible Inventory,” or (III) with respect to Equipment, be removed from Equipment that is located at open dealer locations in the Ordinary Course of Business, and in each such location(s) without case must remain at one of such locations unless the prior written consent of Agent is obtained, except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof7.1(b) hereof and for Inventory in transit. (b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.54.5 (which schedule should specify which locations constitute Bailee Locations); (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office officer of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

Ownership of Collateral. (a) Each Policy was purchased by Borrower from the applicable Life Settlement Provider pursuant to and in accordance with a Purchase and Sale Agreement, the related Policy Documents and, if applicable, the related Origination Agreement, and Borrower irrevocably acquired all legal and equitable title to such Policy free and clear of any Liens other than Permitted Encumbrances. Schedule 4.6(a) sets forth for each Policy with respect to which Borrower has less than a 100% interest the co-owner of such Policy and the amount of such co-owner’s interest in such Policy. True and correct copies of each agreement pursuant to which each co-owner obtained its interest in the applicable Policy have been delivered by Borrower to Agent. (b) Prior to the purchase by Borrower of each Policy, (i) Borrower confirmed that the initial owner of such Policy had the requisite insurable interest in the life of the Insured at the time of the original issuance of such Policy, (ii) the seller of such Policy certified that prior to the execution of the relevant Purchase and Sale Agreement, such seller verified with the applicable issuing insurance company that the owner of, and beneficiary under, such Policy, as recorded by the applicable issuing insurance company, is consistent with that which is reflected in the applicable Policy File, (iii) the seller of such Policy confirmed with the applicable issuing insurance company that the carrier either has not received a collateral assignment granting a lien on such Policy or that the only collateral assignment that has been filed is the same as that reflected in the applicable Policy File and (iv) the consent to such purchase of any beneficiary designated as “irrevocable” was obtained. (c) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; and (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) Collateral other than those locations listed on Schedule 4.54.6(d); (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii4.6(d) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto 4.6(d) sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords. (e) The Pledged Interests constitutes all the issued and outstanding shares of all classes of the Equity Interests of Infinity owned by Borrower. All such Pledged Interests have been duly and validly issued and are fully paid and nonassessable. Borrower is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agentthe Bank’s security interest: (ia) each the Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agentthe Bank; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement executed by each the Borrower or delivered to Agent or any Lender the Bank in connection with this Agreement shall be true and correct in all material respects; and (iiic) all signatures and endorsements of each the Borrower that appear on such documents and agreements shall be genuine and each the Borrower shall have full capacity to execute same; . (a) payment and performance in full of all of the Obligations and (ivb) each Borrowertermination of this Agreement, the Bank’s Equipment interests in the Collateral shall continue in full force and Inventory effect. During such period the Borrower shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) not, without the Bank’s prior written consent consent, pledge, sell, assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of Agent the Collateral. The Borrower shall defend the Bank’s interests in the Collateral against any and all Persons whatsoever, except against holders of Permitted Encumbrances that have a perfected security interest with priority over the Bank’s. At any time following demand by the Bank for payment of all Obligations, the Bank shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained. In addition, with respect to all Collateral, the sale of Inventory in the Ordinary Course of Business and Equipment Bank shall be entitled to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as all of the Closing Date, of rights and remedies set forth herein and further provided by the legal names Uniform Commercial Code or other applicable law. After the occurrence and addresses of each warehouse at which Inventory of any Borrower is stored; none of during the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order continuance of a named Person Default or an Event of Default, the Borrower shall, and the Bank may, at its option, instruct the Borrower’s Cash Bank to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of take instructions only from the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlordsBank.