Common use of Ownership of Collateral Clause in Contracts

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to the Agent's ’s security interest: : (a) each Borrower Obligor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or or grant a first priority perfected security interest in each and every item of its respective Collateral to the Agent; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement executed by each Borrower Obligor or delivered to the Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (c) all signatures and endorsements of each Borrower Obligor that appear on such documents and agreements shall be genuine and each Borrower such Obligor shall have full capacity to execute same; and (d) each Borrower's Equipment and Obligor’s Inventory shall be located as set forth on SCHEDULE 4.5 Schedule 5.23 and shall not be removed from such location(s) without the prior written consent of Agent the Agent, except (i) with respect to the sale of Inventory in the ordinary course of business business, (ii) with respect to Inventory in transit from one location identified on Schedule 5.23 to another location identified on Schedule 5.23 and (iii) such other location appearing on any subsequent amendments to Schedule 5.23 as consented to by the sale or disposition of Equipment Agent pursuant to the extent permitted in Section 4.3 hereof15.3.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's ’s security interest: : (a) 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; (b) 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; (c) 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 (d) 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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower's Equipment and Inventory shall be located as at or in transit to the locations 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 (i) the sale of Inventory in the ordinary course of business business, (ii) transfers of Equipment and the sale or Inventory between such locations, and (iii) disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: (a) each Borrower and Affiliate Guarantor 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement executed by each Borrower and Affiliate Guarantor or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (c) all signatures and endorsements of each Borrower and Affiliate Guarantor that appear on such documents and agreements shall be genuine and each Borrower and Affiliate Guarantor shall have full capacity to execute same; and (d) each Borrower's and Affiliate Guarantor'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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower'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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereofbusiness.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower'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 (i) the sale of Inventory in the ordinary course of business business, (ii) the relocation of Collateral to another location set forth on Schedule 4.5 or such other location identified in writing by such Borrower to Agent (provided that Borrowers have obtained all necessary lien waivers for such location as required under Section 4.2), (iii) the rental of piling and related products in the sale or disposition ordinary course of Equipment to business, and (iv) Inventory which is not included in the extent permitted current Borrowing Base Certificate and which at any one time does not have a value in Section 4.3 hereofexcess of $3,000,000.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's Lender’s security interest: : (a) 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; (b) each document and agreement executed by each such Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (c) 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 (d) each such Borrower's ’s Equipment and Inventory shall be located as set forth on SCHEDULE 4.5 Schedule 4.4 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 of business and the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: (a) 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 its respective the Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower's Equipment and Inventory shall be located as set forth on SCHEDULE Schedule 4.5 (other than Inventory in transit) 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower's Equipment and Inventory shall be located as set forth on SCHEDULE Schedule 4.5 and shall not be removed from such location(s) except to another of such locations 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 hereofbusiness.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to AgentLender's security interest: (a) 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 its respective Collateral to AgentLender; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower'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 Lender except with respect to the sale of Inventory in the ordinary course of business and the sale or disposition of Equipment and other Collateral to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower'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 Agent, which shall not be unreasonably withheld, except with respect to the sale of Inventory in the ordinary course of business and the sale or disposition of Equipment to the extent as otherwise permitted in by Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's ’s security interest: : (a) 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; (b) 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; (c) 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 (d) 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 the sale of slow moving or disposition obsolete Inventory which does not constitute Eligible Inventory in close-outs or bulk sales outside the ordinary course of business) and Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower'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 the sale or disposition of business, Equipment to the extent permitted in Section 4.3 hereofhereof and goods considered to be mobile goods under the UCC.

Ownership of Collateral. With respect to the Collateral, at the time ----------------------- the Collateral becomes subject to Agent's security interest: : (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) with the exception of lap-top computers owned by Borrowers and utilized by their employees, each Borrower'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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's ’s security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower's Equipment ’s Equipment, Inventory and Inventory other Collateral 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 the sale or disposition of Equipment to the extent other dispositions permitted in under Section 4.3 hereof4.3.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower'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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereofbusiness.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower'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 and the sale or assignment by HAPL of leases and Equipment in the ordinary course of business and the sale or disposition of Equipment to the extent permitted in Section 4.3 hereofbusiness.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: (a) each the Borrower (or a Subsidiary, as the case may be) is or, as to Collateral hereof to be acquired, shall be be, the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest Lien in each and an every item of its respective the Collateral to Agentthe Lender; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement Ancillary Agreement executed by each the Borrower or by any Subsidiary or delivered to Agent or any the Lender in connection with this Agreement shall be true in full force and correct in all material respectseffect; (c) all signatures and endorsements of each the Borrower or any Subsidiary that appear on such documents and agreements shall be genuine and each the Borrower and the Subsidiaries shall have full capacity to execute same; and (d) each the Borrower's Equipment and Inventory shall be is 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 the Lender 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower'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 the sale or disposition of Equipment to the extent permitted in Section Sections 4.3 and 7.1 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agentthe Lender's security interest: (a) each the Borrower shall be the sole owner of and fully authorized and able to sell, transfer, transfer pledge and/or grant a first priority security interest in each and every item of its respective the Collateral to Agent; the Lender, and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens Liens, Claims and encumbrances whatsoever; (b) each document and agreement executed by each the Borrower or its predecessors or delivered to Agent or any the Lender in connection with this Agreement shall be true and correct in all material respects; (c) all signatures and endorsements of each the Borrower or its predecessors that appear on such documents and agreements are and shall be genuine and each the Borrower had and shall have full capacity to execute same; and (d) each the Borrower'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 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 hereofbusiness.

Ownership of Collateral. With respect to the Collateral, except as otherwise set forth on Schedule 4.5(a), at the time the Collateral becomes subject to Agent's security interest: (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower's Equipment and Inventory shall be located as set forth on SCHEDULE 4.5 Schedule 4.5(b) 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 business, the sale or disposition of equipment acquired in trade with Customers, and the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interestinterest hereunder: (a) 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 its respective Collateral to AgentAgent for the benefit of Lenders; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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 material respects; (c) all signatures and endorsements of each any Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (d) each Borrower's the Equipment and Inventory of each Borrower 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 (i) the sale or lease of Inventory in the ordinary course of business and (ii) the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof4.3.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to AgentLender's security interest: (a) 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 its respective the Collateral to AgentLender; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens Liens, Claims, Charges and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower's Equipment and Inventory shall be located as set forth on SCHEDULE 4.5 "4.5" and shall not be removed from such location(s) without the prior written consent of Agent except Lender expect 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower'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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower'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 Agen 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) each the relevant 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; (b) 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 material respectsrespects as regards information represented or warranted therein by the relevant Borrower; (c) all signatures and endorsements of each any Borrower that appear on such documents and agreements shall be genuine and each such Borrower shall have full capacity to execute same; and (d) each Borrower's Borrowers' 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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereofbusiness.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's Lender’s security interest: : (a) 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; (b) 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; (c) 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 (d) 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 Lender 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.

Ownership of Collateral. With respect to the Collateral, ----------------------- at the time the Collateral becomes subject to Agent's security interest: (a) 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 its respective the Collateral to AgentAgent on behalf of the Secured Parties; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens Liens, Claims, Charges and encumbrances whatsoever; (b) each document and agreement 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; (c) 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 (d) each Borrower's Equipment and Inventory shall be is located as set forth on SCHEDULE 4.5 Schedule 5.5 and shall not be removed from such location(s) without the prior written consent of Agent 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 hereofbusiness.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interestinterest and subject to compliance with all mandatory provisions of law, including without limitation the Gaming Laws: (a) 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 its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower's Equipment and Inventory the 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 lease of Inventory Leased Equipment in accordance with the ordinary course requirements of business this Agreement and the sale or disposition of Leased Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agentthe Lender's security interest: (a) 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 its respective the 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; (b) 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; (c) 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 (d) each Borrower'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 with respect to the sale of Inventory in the ordinary course of business and the sale or disposition disposal of obsolete assets other than Equipment to the extent permitted in Section 4.3 hereofwhich is collateral hereunder.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to AgentLender's security interest: (a) each Borrower Borrower, 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 its respective Collateral to AgentLender; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement executed by each a Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (c) all signatures and endorsements of each any Borrower that appear on such documents and agreements shall be genuine and each any such Borrower shall have full capacity to execute same; and (d) 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 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.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent's security interest: : (a) 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; (b) 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; (c) 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 (d) each Borrower'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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereof.

Ownership of Collateral. With respect to the Collateral, but subject to the rights of the Factor under the Factoring Agreement ,at the time the Collateral becomes subject to Agent's security interest,: (a) 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 its respective the Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) 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; (c) 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 (d) each Borrower'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 the sale or disposition of Equipment to the extent permitted in Section 4.3 hereofbusiness.