Common use of Ownership and Location of Collateral Clause in Contracts

Ownership and Location of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower or Guarantor, as applicable, shall be the sole owner of and, except to the extent permitted pursuant to Section 7.21 hereof, fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Borrower and each Guarantor or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (x) to the extent any such representation or warranty is qualified by materiality or “Material Adverse Effect” or similar language, in which case such representation and warranty shall be true and correct in all respects, and (y) to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier and/or specified date); (iii) all signatures and endorsements of each Borrower and each Guarantor that appear on such documents and agreements shall be genuine and each Borrower and each Guarantor shall have full capacity to execute same; and (iv) each Borrower’s and each Guarantor’s equipment and Inventory shall be located as set forth on Schedule 4.4 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 and transport of Inventory to or between locations set forth on Schedule 4.4, in either case in the Ordinary Course of Business, and (B) with respect to equipment, to the extent permitted in Section 7.1(b) hereof.

Ownership and Location of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower or Guarantor, as applicable, Loan Party shall be the sole owner of and, except to the extent permitted pursuant to Section 7.21 hereof, and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Borrower and each Guarantor Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (x) to the extent any such representation or warranty is qualified by materiality or “Material Adverse Effect” or similar language, in which case such representation and warranty shall be true and correct in all respects, and (y) to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier and/or specified date); (iii) all signatures and endorsements of each Borrower and each Guarantor Loan Party that appear on such documents and agreements shall be genuine and each Borrower and each Guarantor Loan Party shall have full capacity to execute same; and (iv) each Borrower’s and each GuarantorLoan Party’s equipment and Inventory shall be located as set forth on Schedule 4.4 4.4(a) and shall not be removed from such location(s) without unless the prior written consent of Agent except Loan Parties (A) provide Agent with prior written notice of such move and (B) within sixty (60) days following such move, at the reasonable request of Agent, obtain a Lien Waiver Agreement for such new location to the extent the prior location was subject to a Lien Waiver Agreement, except, in each case of this clause (iv), with respect to the sale sale, disposition or movement of Inventory and transport of Inventory to or between locations set forth on Schedule 4.4, in either case in the Ordinary Course of Business, Obsolete Inventory and (B) with respect to equipment, equipment to the extent permitted in Section 7.1(b) hereof.. (b) (i) There is no location at which any Loan Party has any Inventory (except for Inventory in transit) or other Collateral with a book value in excess of $50,000 other than those locations listed on Schedule 4.4(b)(i); (ii) Schedule 4.4(b)(ii) 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 Loan Party is stored; none of the receipts received by any 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 4.4(b)(iii)

Ownership and Location of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower or Guarantor, as applicable, shall be the sole owner of and, except to the extent permitted pursuant to Section 7.21 hereof, and fully authorized and able to sell, transfer, pledge and/or grant to Agent a first priority security interest (subject to Permitted Encumbrances having priority over the Lien of Agent by operation of Applicable Law) in each and every item of its respective Collateral to AgentCollateral; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document of the representations and agreement executed warranties made by each any Borrower or any Guarantor in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each Guarantor of the representations and warranties contained in any certificate, document or delivered to Agent financial or other statement furnished at any Lender time under or in connection with this Agreement Agreement, the Other Documents or any related agreement, in each case in respect of or relating to any such Collateral, shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (x) to the extent any such representation or warranty is qualified by materiality or “Material Adverse Effect” or similar language, in which case such representation and warranty shall be true and correct in all respects, and (y) to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier and/or specified date); (iii) all signatures and endorsements of each Borrower and each Guarantor that appear on such documents and agreements shall be genuine and each Borrower and each Guarantor shall have full capacity to execute same; and (iv) each Borrower’s and each Guarantor’s equipment and Inventory shall be located as set forth on Schedules 4.4(b)(i), 4.4(b)(ii), 4.4(b)(iii) and 4.4(b)(iv) (collectively, “Schedule 4.4 4.4”) 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 and transport of Inventory to or between locations set forth on Schedule 4.4, in either case in the Ordinary Course of Business, and (B) with respect to equipment, to the extent permitted in Section 7.1(b) hereof.