Common use of Title to Collateral Clause in Contracts

Title to Collateral. At the date hereof the Borrower is (and as to Collateral that the Borrower may acquire after the date hereof, will be) the lawful owner of the Collateral, and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the Borrower has and will have full power and authority to grant to the Lender a security interest therein, and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of the Borrower's right, title or interest therein), to any person other than the Lender; that the Collateral is and will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the Borrower will warrant and defend the Lender's right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. At the date hereof the each Borrower is (and as to Collateral that the such Borrower may acquire after the date hereof, will be) the lawful owner of the Collateral, and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the each Borrower has and will have full power and authority to grant to the Lender a security interest therein, and that the each Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory Inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of the such Borrower's right, title or interest therein), to any person other than the Lender; that the Collateral is and will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon the each Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipmentEquipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the a Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the each Borrower will warrant and defend the Lender's right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. At Borrower represents and warrants to Lender that: (a) as of the date hereof the and at all times hereafter while this Instrument is outstanding, Borrower is (and as to Collateral that shall be the Borrower may acquire after sole, absolute owner and holder of the date hereof, will be) fee simple estate in the lawful Property and the absolute owner of the legal and beneficial title to all other property included in the Collateral, subject in each case only to this Instrument and that the Collateral Permitted Exceptions; (b) Xxxxxxxx has good and each item thereof islawful right, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the Borrower has and will have full power and authority to grant execute this Instrument and to the Lender a security interest thereinconvey, and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or mortgage and grant any a security interest in the Collateral, all as provided herein; (c) this Instrument has been duly executed, acknowledged and delivered on behalf of Xxxxxxxx, all consents and other actions required to be taken by the officers, directors, shareholders, managers and partners, as the case may be, of Borrower have been duly and fully given and performed and this Instrument constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; and (d) Xxxxxxxx, at its expense, will and hereby does warrant and defend to Lender and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral (or any as described in subsection (a) of this Section) and the Borrower's right, title or first mortgage lien and first priority perfected security interest therein), to any person other than the Lender; that the Collateral is of this Instrument thereon and will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the Borrower will warrant and defend the Lender's right to and interest in the Collateral therein against all claims and demands and will maintain, preserve and protect such Lien (as defined below) and will keep this Instrument a valid, first mortgage lien of record on and a first priority perfected security interest in the Collateral, subject only to the Permitted Exceptions. (e) Borrower has duly paid in full all persons whatsoeverfees, premiums and other charges due in connection with (i) the recording of this Instrument and the issuance of a loan policy or policies of title insurance in form and amount satisfactory to Lender naming Xxxxxx as the insured, insuring the title to and the first lien of this Instrument on the Property with endorsements reasonably requested by Xxxxxx and (ii) a survey of the Property in form and substance acceptable to Lender and title insurer.

Title to Collateral. At Each of the date hereof the Borrower is (Borrowers has good and as marketable title to Collateral that the Borrower may acquire after the date hereof, will be) the lawful owner of all the Collateral, free from Liens, except for the following (collectively, “Permitted Liens”): (a) Liens in favor of Lender; (b) Liens for taxes which are not yet overdue or the validity of which is being contested in good faith by appropriate proceedings diligently pursued and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances for which reserves or other rightsappropriate provision as shall be required by GAAP have been made on Borrowers’ books and records; (c) Liens securing Indebtedness described in Section 7.6(iv) hereof, title provided that such Liens attach only to such real or interests personal property acquired with the proceeds of such Indebtedness and the proceeds thereof; (d) Deposits or pledges under xxxxxxx’x compensation, unemployment insurance, social security and similar laws, or to secure the performance of bids, tenders or contracts (other than for the security interest therein granted repayment of borrowed money) or leases or to secure indemnity, performance or similar bonds for the Lender hereby)performance of bids, creditstenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds; (e) Mechanics’, defensesmaterialmen’s, recoupmentsworkmen’s, setartisans’ and other non-offs or counterclaims whatsoever; that the Borrower has and will have full power and authority to grant to the Lender a security interest therein, and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions consensual statutory Liens arising in the ordinary course of business to the extent such Liens secure Indebtedness (i) which is not overdue, or (ii) relating to claims or liabilities which are fully insured, or (iii) which are being contested in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of good faith by appropriate proceedings and for which the Collateral (or any of the Borrower's right, title or interest therein), to any person other than the Lender; that the Collateral is and will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts applicable Borrower has taken a reserve on its books in accordance with their tenor; GAAP; (f) Reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any real estate owned or leased by Borrowers, provided that upon they do not in the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify aggregate materially detract from the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part value of the Collateral real estate or materially interfere with its use in the ordinary course of the applicable Borrower’s business; (g) Leases or subleases granted to others not interfering in any material respect with the validity Business of the Borrowers; (h) Liens granted in connection with the extension, renewal or enforceability refinancing of the Indebtedness secured by Liens of the type described above, provided that any extension, renewal or replacement Lien is limited to the property encumbered by the Lender thereofexisting Lien and the principal amount of the Indebtedness being extended, renewed or replaced does not increase; and (i) is or shall be contingent upon Liens existing as of the fulfillment of any agreement or condition whatsoever and Closing Date that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown are described on any invoice, contract or other writing delivered to the Lender); and that the Borrower will warrant and defend the Lender's right to and interest in the Collateral against all claims and demands of all persons whatsoeverSchedule 2 attached hereto.

Title to Collateral. At the date hereof the Borrower is (and as to Collateral that the Borrower may acquire after the date hereof, on the date of such acquisition, will be) the lawful owner of the Collateral, and that the Collateral and each item thereof is, will be and shall at all times this Agreement remains in effect continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender herebyBank under the Loan Documents and the interests of each mortgagee, beneficiary, lessee or secured party to the extent, and only to the extent, arising under a mortgage, deed of trust, lease of personal property and security agreement previously consented to in writing in by the Bank pursuant to Section 3.4 above), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the . The Borrower has and will have full power and authority to grant to the Lender Bank a security interest thereinin the Collateral and, and that except as previously consented to in writing in by the Bank pursuant to Section 3.4 above, the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of the Borrower's ’s right, title or interest therein), to any person other than the Lender; that the Bank. The Collateral is and will be valid and genuine in all respects; that all accounts arise out of legally enforceable . The Borrower hereby warrants and existing contracts in accordance with their tenor; and that upon the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower covenants to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the Borrower will warrant and defend the Lender's Bank’s right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. At (i) Except for the date hereof Security Interest herein granted, Pledgor shall be the Borrower is (and as to Collateral that the Borrower may acquire after the date hereof, will be) the lawful owner of the Pledged Collateral, and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (from any Lien other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the Borrower has and will have full power and authority to grant to the Lender a security interest thereinPermitted Restrictions, and that the Borrower has not transferredPledgor, assignedat its sole cost and expense, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of the Borrower's right, title or interest therein), to any person other than the Lender; that the Collateral is and will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying defend the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the Borrower will warrant and defend the Lender's right to and interest in the Collateral against all claims and demands of all persons whatsoeverPersons at any time claiming the same or any interests therein adverse to Security Trustee (other than Permitted Restrictions); and (ii) Pledgor shall not sell or otherwise dispose of, or pledge, mortgage or create, or suffer to exist a Lien on, the Pledged Collateral in favor of any Person other than Security Trustee or as otherwise permitted under the Facilities Agreement, and the inclusion of “proceeds” of the Pledged Collateral under the Security Interest granted herein shall not be deemed a consent by Security Trustee to any sale or other disposition of any Pledged Collateral; provided, however, that any transfer of Pledgor Nasdaq Shares to the Trust from time to time pursuant to and as contemplated by Section 2.1(a)(iv) of the Stockholders Agreement shall be permitted and such transferred Nadsaq Shares shall no longer be deemed Pledgor Nadsaq Shares or Pledged Collateral and shall be released from any Lien under this Pledge Agreement, but shall be deemed Trust Nasdaq Shares under both this Pledge Agreement and the Trust Pledge Agreement. The foregoing notwithstanding, it is understood and agreed that nothing in this Pledge Agreement shall in any way limit the Trust Disposition Rights of the Pledgor.

Title to Collateral. At Except as set forth in SCHEDULE 5.12, attached hereto, or as otherwise permitted under this Agreement, (i) at the date hereof the Borrower each Obligor is (and as to Collateral that the Borrower such Obligor may acquire after the date hereof, will be) the lawful owner of the Collateral, and that ; (ii) the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the Borrower each Obligor has and will have full power and authority to grant to the Lender Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders a security interest therein, and that the Borrower ; (iii) each Obligor has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory Inventory or as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in in, any of the Collateral (or any of the Borrowersuch Obligor's right, title or interest therein), to any person other than the LenderAdministrative Agent for the ratable benefit of the Administrative Agent and the Lenders; that the Collateral is and will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon (iv) the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, Accounts Receivable shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower an Obligor to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to in the Lenderordinary course of business); and that the Borrower (v) each Obligor will warrant and defend the Lender's Lenders' right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. At Each of the date hereof the Borrower is (Borrowers has good and as marketable title to Collateral that the Borrower may acquire after the date hereof, will be) the lawful owner of all the Collateral, free from Liens, except for the following (collectively, "Permitted Liens"): (a) Liens in favor of Lender; (b) Liens for taxes which are not yet overdue or the validity of which is being contested in good faith by appropriate proceedings diligently pursued and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances for which reserves or other rightsappropriate provision as shall be required by GAAP have been made on Borrowers' books and records; (c) Liens securing Indebtedness described in Section 7.6(iv) hereof, title provided that such Liens attach only to such real or interests personal property acquired with the proceeds of such Indebtedness and the proceeds thereof; (d) Deposits or pledges under xxxxxxx'x compensation, unemployment insurance, social security and similar laws, or to secure the performance of bids, tenders or contracts (other than for the security interest therein granted repayment of borrowed money) or leases or to secure indemnity, performance or similar bonds for the Lender hereby)performance of bids, creditstenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds; (e) Mechanics', defensesmaterialmen's, recoupmentsworkmen's, setartisans' and other non-offs or counterclaims whatsoever; that the Borrower has and will have full power and authority to grant to the Lender a security interest therein, and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions consensual statutory Liens arising in the ordinary course of business to the extent such Liens secure Indebtedness (i) which is not overdue, or (ii) relating to claims or liabilities which are fully insured, or (iii) which are being contested in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of good faith by appropriate proceedings and for which the Collateral (or any of the Borrower's right, title or interest therein), to any person other than the Lender; that the Collateral is and will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts applicable Borrower has taken a reserve on its books in accordance with their tenor; GAAP; (f) Reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any real estate owned or leased by Borrowers, provided that upon they do not in the aggregate materially detract from the value of the real estate or materially interfere with its use in the ordinary course of the applicable Borrower's acquisition business; (g) Leases or subleases granted to others not interfering in any material respect with the Business of the Borrowers; (h) Liens granted in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described above, provided that any interest extension, renewal or replacement Lien is limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or replaced does not increase; (i) Liens in contract rightsfavor of Petra Mezzanine Fund, it shall L.P., as agent for certain Subordinating Creditors, granted pursuant to the Petra Loan Agreement, as the same is in writing immediately notify effect on the Closing Date, or as the same may be amended, restated, supplemented, replaced, or otherwise modified, in each case with the consent of the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral hereunder (or the validity or enforceability by the Lender thereof) is or which consent shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except unreasonably withheld or delayed), provided that such cash or trade discount as may be shown on any invoice, contract or other writing delivered liens are subordinate and junior at all times to the Lender); and that the Borrower will warrant and defend the Lender's right liens granted to and interest Lender in the Collateral against all claims and demands pursuant to the terms of all persons whatsoeverthe Subordination Agreement applicable thereto; and (j) Liens existing as of the Closing Date that are described on Schedule 2 attached hereto.

Title to Collateral. At the date hereof the Borrower is (and as to Collateral that the Borrower may acquire after the date hereof, will be) the lawful owner of the Collateral, and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that , other than the Permitted Liens. The Borrower has and will have full power and authority to grant to the Lender a security interest therein, in the Collateral and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of the Borrower's ’s right, title or interest therein), to any person other than the Lender; that Lender or the holder of a Permitted Lien. The Collateral is and will be valid and genuine in all respects; that all . All accounts arise out of legally enforceable and existing contracts in accordance with their tenor; , and that upon the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, Eligible Payday Loans shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to DebtorDebtors, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the . The Borrower will warrant and defend the Lender's ’s right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. At the date hereof the Borrower is (and as to Collateral that the Borrower may acquire after the date hereof, will be) the lawful owner of the Collateral, and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender Bank hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the . The Borrower has and will have full power and authority to grant to the Lender Bank a security interest therein, in the Collateral and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of the Borrower's right, title or interest therein), to any person other than the Lender; that the Bank. The Collateral is and will be valid and genuine in all respects; that all . All accounts arise out of legally enforceable and existing contracts in accordance with their tenor; , and that upon the Borrower's acquisition of any interest in contract rightsaccounts, it shall in writing immediately notify the Lender Bank thereof, specifically identifying the same as contract rightsaccounts, and, except for such contract rightsaccounts, no part of the Collateral (or the validity or enforceability by the Lender Bank thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the LenderBank); and that the . The Borrower will warrant and defend the LenderBank's right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. At (a) The Borrowers are, and shall hereafter remain, the date owners of the Collateral free and clear of all Encumbrances other than Encumbrances listed on EXHIBIT 4.7(a) and other Permitted Encumbrances. (i) The Borrowers do not and shall not have possession of any inventory on consignment to the Borrowers other than as listed on Exhibit 4.7(a)(i) hereof or as may be subsequently disclosed to the Borrower is Agent during a subsequent commercial finance audit or otherwise. (b) From and as to Collateral that the Borrower may acquire after the date hereofoccurrence of a Covenant Activation Period, will bethe Borrowers shall not acquire or obtain the right to use any Equipment, the acquisition or right to use of which Equipment is otherwise permitted by this Agreement, in which Equipment any third party has an interest, except for: (i) Equipment which is merely incidental to the lawful owner conduct of the CollateralBorrowers' business or is in replacement of worn-out or obsolete Equipment or Equipment which is damaged beyond repair, and that the Collateral and each item thereof isreplacement of which is necessary to preserve or improve the operating efficiency of the Borrower. (ii) Equipment, will the acquisition or right to use of which has been consented to by the Agent, which consent may be and shall continue conditioned upon the Agent's receipt of such agreement with the third party which has an interest in such Equipment as is satisfactory to be free of all restrictions, liens, encumbrances or other rights, title or interests the Agent. (other than the iii) Equipment financed entirely through a purchase money security interest therein granted or capital lease. (c) The Borrowers do not have any Collateral in the custody, control, or possession of a third party, except as set forth in EXHIBIT 4.7(c) and except for Collateral located in the United States in transit to a location of the Borrowers or Eligible L/C Inventory in transit to the Lender hereby), credits, defenses, recoupments, set-offs United States as permitted herein or counterclaims whatsoever; that the Borrower has and will have full power and authority to grant to the Lender a security interest therein, and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any Borrowers in the possession of the Borrowercarrier or consolidator transporting such goods. In the event that any Collateral is at any time after the date hereof in the custody, control or possession of any other person not referred to in EXHIBIT 4.7(c) or such carriers or consolidators, Borrower shall promptly notify the Agent thereof in writing. Promptly upon Agent's rightrequest, title or interest therein)the Borrower shall deliver to the Agent a collateral access agreement, in form and substance acceptable to the Agent in its sole discretion, duly authorized, executed and delivered by such person and Borrowers. (d) EXHIBIT 4.7(d) is a schedule of all consolidators and customs brokers employed by the Borrowers for the transport of goods in the ordinary course of the business of the Borrowers. The Borrowers shall not employ any person other than customs brokers unless (i) the Lender; that Borrowers have provided the Collateral is Agent with twenty (20) days prior notice thereof and will be valid (ii) such customs broker has executed and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon the Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the Borrower will warrant and defend the Lender's right to and interest in the Collateral against all claims and demands of all persons whatsoeverAgent a Customs Broker Agreement.