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) Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens); and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement executed by Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) Borrower’s and its Subsidiaries’ Equipment and Inventory shall be located at the locations set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to Agent.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s Lender's security interest: (a) Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest (subject to Permitted Encumbrances) in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)Lender; 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 Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) Borrower’s and its Subsidiaries’ 's Equipment and Inventory shall be located at the locations as set forth on Schedule SCHEDULE 4.5 or any other location with respect to which Lender has (i) been provided with not less than ten (10) days prior written notice, (ii) given its consent to Collateral being located at such location, such consent not to be unreasonably withheld, and (iii) received such landlord or other waivers as it deems necessary, and in each case shall not be removed from such location(s) without the prior written consent of Agent Lender, except (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices business and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower Equipment to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location extent permitted in form and substance satisfactory to AgentSection 4.3 or this Section 4.5.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to the Collateral Agent’s 's security interest: (a) Borrower and each of its Subsidiaries (as applicable) the applicable Grantor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first security interest, which shall be of second priority security interest subject to Permitted Liens, in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)the Collateral Agent; and, except for such Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; or (b) each document and agreement executed by Borrower the Grantors (or any of them) or delivered to the Collateral Agent or any Lender Secured Party in connection with this Agreement shall be true and correct in all respects; and (c) all signatures and endorsements of Borrower and each of its Subsidiaries any Grantor that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries Company shall have full capacity to execute same; . Schedule 2.8A sets forth a true, correct and complete list of each Grantor's Aircraft (d) Borrower’s including Small Fixed-Wing Aircraft and its Subsidiaries’ Rotary Wing Aircraft), Engines and Propellers each capable of producing at least 750 horsepower or the equivalent thereof, identifying which of the foregoing categories in which each such item is properly categorized, identifying each such item by manufacturer, model and serial number and in the case of Aircraft, federal identification number. Schedule 2.8B sets forth a true, correct and complete list of the locations where all inventory and Parts of the Grantors are located. All Inventory, Equipment and Inventory Parts shall at all times (other than as consented to by the Collateral Agent in writing) be located at the locations set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent 2.8B, except with respect to (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), ; (ii) Inventory Collateral which is in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of such Grantor's business and (iii) Aircraft, Engines, Propellers and Parts and other related Equipment in use or subject to off-site maintenance in the ordinary course of such Grantor's business and (iii) other Collateral to the Borrower extent permitted by the Indenture and the Other Documents. Schedule 2.8B sets forth each location where the Company or any Guarantor, Grantor conducts business (the "Premises"). No Grantor may maintain any item of Collateral consisting of Rotary Wing Aircraft or (iv) (A) upon Small Fixed-Wing Aircraft in a location outside the United States for a period in excess of thirty (30) days in any fiscal year without the prior written notice by Borrower consent of the Collateral Agent, which consent shall not be unreasonably withheld. Days during which such item of Collateral is in transit are not counted toward such thirty (30) day limitation. Each Grantor shall provide to the Collateral Agent with respect prompt written notice when the location of any item of Collateral consisting of Rotary Wing Aircraft and Small Fixed-Wing Aircraft is moved to any new a location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to Agentoutside the United States.

Ownership of Collateral. With respect to the Collateral, at the time ----------------------- the Collateral becomes subject to Agent’s 's security interest: (a) Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens); and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement executed by Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) Borrower’s 's and its Subsidiaries’ ' Equipment and Inventory shall be located at the locations set forth on Schedule 4.5 and shall not be removed from such location(s) without the ------------ prior written consent of Agent except (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder to ------------ another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) ------------ transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to Agent.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s the Lender's security interest: (a) the Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and an every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)the 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 the Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of the Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and the Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) the Borrower’s and its Subsidiaries’ 's Equipment and Inventory shall be is located at the locations as set forth on Schedule EXHIBIT 4.5 and shall not be removed from such location(s) without the prior written consent of Agent the Lender except (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, business and Equipment to customer locations, or dispositions the extent permitted in accordance with Section 7.1(b), 4.3 hereof and (ii) the relocation of Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder and/or Equipment to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of business any of the Borrower or any Guarantorlocations set forth in EXHIBIT 4.5 (other than the relocation to processors which shall be governed by the provisions of Section 4.5(d)(iii) below), or (iv) (A) upon PROVIDED THAT, with respect to the relocation of Equipment, Lender receives not less than thirty (30) days prior written notice by of any intended relocation, EXCEPT THAT, the Borrower shall not be permitted to relocate or move any Equipment to the Agent with respect to any new location and (B) receipt by Agent Dominican Republic from the United States, the Commonwealth of an executed landlord waiver for such location in form and substance satisfactory to AgentPuerto Rico or otherwise without Lender's prior written consent.

Ownership of Collateral. With respect to the Collateral, at the time ----------------------- the Collateral becomes subject to Agent’s 's security interest: (a) each Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)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 respects; (c) all signatures and endorsements of each Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and each Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) Borrower’s and its Subsidiaries’ Schedule 4.5 sets forth each location at which any Borrower has Equipment and Inventory shall be located at the locations set forth on Schedule 4.5 and shall not be removed from such location(s) locations without the prior written consent of Agent except with respect to (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 or otherwise transfers of Equipment permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, by Section 4.3 and (iii) transportation by employees the relocation of personal computing devices Inventory and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor----------- Equipment to a location other than as set forth on Schedule 4.5, or (iv) provided that ------------ (A) upon the aggregate amount of such relocated Inventory shall not exceed at any one time One Hundred Thousand Dollars ($100,000.00) and (B) within thirty (30) days prior written notice by Borrower of such relocation, Borrowers shall have delivered to the Agent with respect such UCC-1 financing statements, landlord waivers and other documents as Agent may require to any new location perfect and (B) receipt by Agent of an executed landlord waiver for protect its interests in such location in form and substance satisfactory to AgentInventory.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Administrative Agent’s security interest: (ai) each Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a security interest, which in the case of Receivables and Inventory shall be a first priority security interest interest, in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)Administrative Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (bii) each document and agreement executed by each Borrower or delivered to Administrative Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (ciii) all signatures and endorsements of each Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and each Borrower and each of its Subsidiaries shall have full capacity to execute same; and (div) each Borrower’s and its Subsidiaries’ Equipment and Inventory shall be located at the locations as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Administrative Agent except (i) with respect to the sale of Inventory in the ordinary course of businessPermitted Dispositions; provided, includinghowever, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on that Borrower may amend Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation so long as such amendment occurs by employees of personal computing devices and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower to the Administrative Agent with respect no later than 10 Business Days before such Equipment or Inventory is moved to any such new location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory so long as the applicable Borrower shall have exercised commercially reasonable efforts to Agentobtain a Lien Waiver Agreement with respect thereto.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s the Lender's security interest: (a) Borrower and each of its Subsidiaries (as applicable) the Borrowers shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and an every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)the 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 Borrower Borrowers or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower and each of its Subsidiaries Borrowers that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries Borrowers shall have full capacity to execute same; and (d) Borrower’s and its Subsidiaries’ Borrowers' Equipment and Inventory shall be is located at the locations as set forth on Schedule Exhibit 4.5 and shall not be removed from such location(s) without the prior written consent of Agent the Lender except (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, business and Equipment to customer locations, or dispositions the extent permitted in accordance with Section 7.1(b)4.3 hereof, (ii) the relocation of Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder and/or Equipment to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of business any of the Borrower or any Guarantorlocations set forth in Exhibit 4.5 (other than the relocation to processors which shall be governed by the provisions of Section 4.5(d)(iii) below), or (iv) (A) upon provided that, with respect to the relocation of Equipment, Lender receives not less than thirty (30) days prior written notice by Borrower of any intended relocation, except that, Borrowers shall not be permitted to relocate or move any Equipment to the Agent with respect Dominican Republic from the United States, the Commonwealth of Puerto Rico or otherwise without Lender's prior written consent, and (iii) the relocation of any of the Borrower's molds, tools, dies and goods to any new location specified in Exhibit 4.5 as a processor location, provided that, in connection therewith, at Lender's option, Industries and (B) receipt Ditel shall use their best efforts to cause any such processor designated by Agent Lender to execute and deliver in favor of Lender an executed landlord acknowledgment and waiver for such location in form and substance satisfactory to AgentLender and the aggregate amount of all such molds, tools and dies delivered to such processors shall not, without Lender's prior written consent, exceed at any given time an aggregate original cost of $600,000, subject to adjustment from time to time in Lender's sole discretion.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (a) each Borrower and each of its Subsidiaries shall be the sole owner, lessee or licensee (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory lienssubject to Permitted Encumbrances); and, (b) except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoeverLiens; (bc) each document and agreement constituting Collateral executed by each Borrower or delivered to Agent or any Lender Party in connection with this Agreement shall be true and correct in all material respects; (cd) all signatures and endorsements of each Borrower and each of its Subsidiaries that appear on any such documents and or agreements constituting Collateral shall be genuine and each Borrower and each of its Subsidiaries party thereto shall have full capacity to execute same; and (de) each Borrower’s and its Subsidiaries’ 's Equipment and Inventory shall be located at the locations as set forth on Schedule 4.5 or at such other locations within the United States of America as Agent may receive notice of, and approve, from time to time pursuant to Section 10.15 (all such locations herein called, collectively, the "Collateral Locations" and, individually, a "Collateral Location"); and shall not be removed from such location(s) Collateral Locations without the prior written consent of Agent except in the case of (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory the sale of Equipment to the extent permitted in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunderSection 4.3 hereof, (iii) transportation by employees the movement of personal computing devices Equipment from one Collateral Location to another Collateral Location, (iv) the movement of Equipment to the extent necessary for its repair or maintenance; and related accessories used by such employees (v) the movement of motor vehicles in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to AgentBorrowers' business.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s the Lender's security interest: (a) Borrower and each of its Subsidiaries (as applicable) the Borrowers shall be the sole owner owners 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 (other than purchase money security interests permitted hereunder and statutory liens)the 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 Borrower Borrowers or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower and each of its Subsidiaries Borrowers that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries Borrowers shall have full capacity to execute same; and (d) Borrower’s and its Subsidiaries’ Borrowers' Equipment and Inventory shall be is located at the locations as set forth on Schedule Exhibit 4.5 of the Existing Loan Agreement and shall not be removed from such location(s) without the prior written consent of Agent the Lender except with respect to (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, business and Equipment to customer locationsthe extent permitted in Section 4.3 hereof, or dispositions in accordance with Section 7.1(b), (ii) Inventory equipment not covered by a certificate of title with an aggregate value not in transit from one location on Schedule 4.5 or otherwise permitted hereunder excess of $50,000. The Borrowers agree to another one location on Schedule 4.5 or otherwise permitted hereunderprovide Lender with landlord's waivers, (iii) transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to Agentthe Lender by each landlord of real property leased to either Borrower where any Collateral is, or may be located. The Borrowers further agree to give the Lender or its designated representatives access to any such locations and to permit, during normal business hours, representatives of the Lender's audit department to make such periodic inspections of the Collateral as such representatives deem necessary and proper.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentLender’s security interest: (ai) Borrower and each of its Subsidiaries (as applicable) U.S. Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)Lender; and, except for Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (bii) each document and agreement executed by Borrower a U.S. Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (ciii) all signatures and endorsements of Borrower and each of its Subsidiaries a U.S. Loan Party that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries such U.S. Loan Party shall have full capacity to execute same; and (div) Borrowereach U.S. Loan Party’s and its Subsidiaries’ Equipment and Inventory shall be located at the locations 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 (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer . (b) (i) There is no location at which any U.S. Loan Party has any Inventory (except for Inventory in transit or at customers’ locations, or dispositions in accordance with Section 7.1(b), ) other than those locations listed on Schedule 4.5; (ii) Inventory in transit from one location on Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse (other than customers’ locations) at which all Inventory of such U.S. Loan Party is stored; none of the receipts received by any U.S. Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or otherwise permitted hereunder to another one location on Schedule 4.5 the order of a named Person or otherwise permitted hereunder, to a named Person and such named Person’s assigns; (iii) transportation Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of a U.S. Loan Party and (B) the chief executive office of each U.S. Loan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by employees state and street address, of personal computing devices all real property owned or leased by each U.S. Loan Party, together with the names and related accessories used by addresses of any landlords. 4.6. Defense of Lender’s Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Lender’s interests in the Collateral shall continue in full force and effect. During such employees period no U.S. Loan Party shall, without Lender’s prior written consent, pledge, sell (except Inventory in the ordinary course of business business), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Liens, any part of the Borrower or Collateral. Each U.S. Loan Party shall defend Lender’s interests in the Collateral against any Guarantorand all Persons whatsoever. At any time following demand by Lender for payment of all Obligations upon an Event of Default, or (iv) (A) Lender shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Lender exercises this right to take possession of the Collateral, each U.S. Loan Party shall, upon thirty (30) days prior written notice by Borrower demand, assemble it in the best manner possible and make it available to the Agent Lender at a place reasonably convenient to Lender. In addition, with respect to all Collateral, Lender shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Law. Each U.S. Loan Party shall, and Lender may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Lender holds a security interest to deliver same to Lender and/or subject to Lender’s order and if they shall come into any new location U.S. Loan Party’s possession, they, and (B) receipt each of them, shall be held by Agent of an executed landlord waiver for such location U.S. Loan Party in trust as Lender’s trustee, and such U.S. Loan Party will immediately deliver them to Lender in their original form and substance satisfactory to Agenttogether with any necessary endorsement. 4.7.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (a) each Borrower and each of its Subsidiaries shall be the sole owner, lessee or licensee (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory lienssubject to Permitted Encumbrances); and, (b) except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoeverLiens; (bc) each document and agreement constituting Collateral executed by each Borrower or delivered to Agent or any Lender Party in connection with this Agreement shall be true and correct in all material respects; (cd) all signatures and endorsements of each Borrower and each of its Subsidiaries that appear on any such documents and or agreements constituting Collateral shall be genuine and each Borrower and each of its Subsidiaries party thereto shall have full capacity to execute same; and (de) each Borrower’s and its Subsidiaries’ 's Equipment and Inventory shall be located at the locations as set forth on Schedule 4.5 or at such other locations within the United States of America as Agent may receive notice of, and approve, from time to time pursuant to Section 10.17 (all such locations herein called, collectively, the "Collateral Locations" and, individually, a "Collateral Location"); and shall not be removed from such location(s) Collateral Locations without the prior written consent of Agent except in the case of (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory the sale of Equipment to the extent permitted in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunderSection 4.3 hereof, (iii) transportation by employees the movement of personal computing devices Equipment from one Collateral Location to another Collateral Location, (iv) the movement of Equipment to the extent necessary for its repair or maintenance; and related accessories used by such employees (v) the movement of motor vehicles in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to AgentBorrowers' business.

Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (ai) each Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (bii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (ciii) all signatures and endorsements of each Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and each Borrower and each of its Subsidiaries shall have full capacity to execute same; and (div) each Borrower’s and its Subsidiaries’ 's Equipment and Inventory shall be located at the locations as set forth on Schedule 4.5 ------------ and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (i) with respect to the sale of Inventory in the ordinary course Ordinary Course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b)Business, (ii) Inventory in transit from one location on Schedule 4.5 or otherwise transfers of Equipment permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunderby Section 4.3, (iii) transportation by employees the ----------- relocation of personal computing devices Inventory and related accessories used by such employees in the ordinary course of business of the Borrower or any GuarantorEquipment (other than Aircraft) to a location other than as set forth on Schedule 4.5, or (iv) provided that (A) upon the aggregate amount of ------------ such relocated Inventory and Equipment shall not exceed at any one time One Hundred Thousand Dollars ($100,000.00) and (B) within thirty (30) days prior written notice by Borrower of such relocation, Borrowers shall have delivered to the Agent with respect such UCC-1 financing statements, landlord waivers and other documents as Agent may require to any new location perfect and protect its interests in such Inventory, and (Biv) receipt by Agent Aircraft, as mobile goods, may be used throughout their intended area of an executed landlord waiver for such location in form and substance satisfactory to Agentservice.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (a) each Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of (except that Mxxxxx Xxxxxxxx and Pxxxx Bxxxxxx may own less than .0001% of the outstanding capital stock of MPHI) and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest First-Priority Interest or a Second-Priority Interest, as the case may be, in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory lienswith the further understanding that the Collateral may also from time to time be subject to Permitted Encumbrances); and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement constituting Collateral executed by each Borrower or delivered to Agent or any Lender in connection with this Loan Agreement shall be true and correct in all material respects; (c) all signatures and endorsements of each Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and each Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) each Borrower’s and its Subsidiaries’ Equipment and Inventory shall be located at the locations set forth specifically identified on Schedule 4.5 (as Borrower may update from time to time by giving written notice to Agent thereof, provided the foregoing ongoing permitted updates of such Schedule shall only be allowed as to additional locations of such property within the United States, and such property and any such additional locations shall remain subject to any and all provisions of this Loan Agreement and the other Loan Documents) and shall not be removed from such location(s) without the prior written consent of Agent Agent, except (i) if in-transit among such locations or out for repair, and except with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices business and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower Equipment to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location extent permitted in form and substance satisfactory to AgentSection 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) Borrower and each of its Subsidiaries (as applicable) Obligor 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 (other than purchase money security interests permitted hereunder and statutory liens); Agent, subject to Permitted Encumbrances, 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 Borrower each Obligor 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 Borrower and each of its Subsidiaries Obligor that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries Obligor shall have full capacity to execute same; and (d) Borrower’s and its Subsidiaries’ each Obligor's Equipment and Inventory shall be located at the locations as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of notice to Agent except (i) with respect to the sale sale, manufacture or processing of Inventory in the ordinary course of business, includingprovided, without limitationhowever, that no such removal shall be effected before all filings required to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees preserve the first priority security interest of personal computing devices and related accessories used by such employees the Agent in the ordinary course of business of the Borrower or any GuarantorInventory shall have been made and landlord's waivers and/or warehousemen's waivers, or (iv) (A) upon thirty (30) days prior written notice by Borrower to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to the Agent, for such new locations shall have been delivered to the Agent to the extent that such Inventory is to be considered Eligible Inventory.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (a) Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens); 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 Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) Borrower’s and its Subsidiaries’ 's Equipment and Inventory shall be located at the locations as set forth on Schedule SCHEDULE 4.5 and shall not be removed from such location(s) locations without the prior written consent of Agent except (i) with respect to the sale of Inventory in Borrower's Ordinary Course of Business and Equipment to the ordinary course of businessextent permitted in Section 4.3 hereof ; PROVIDED, includingHOWEVER, without limitationBorrower may move Inventory or Equipment, or any record relating to any Collateral, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one a location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of business of the United States other than those shown on SCHEDULE 4.5 hereto so long as Borrower or any Guarantor, or (iv) (A) upon has given Agent at least thirty (30) days Business Days prior written notice by of such new location and prior to moving any Inventory or Equipment to such location Borrower has executed and delivered to Agent appropriate Lien Perfection Documents, including Lien Waiver Agreements, to perfect or continue the Agent perfection of Agent's Liens with respect to such Inventory or Equipment; PROVIDED, FURTHER, HOWEVER, Borrower may have Equipment and Service Inventory at locations other than those set forth on SCHEDULE 4.5 so long as the aggregate Value of such Service Inventory and the fair market value of such Equipment does not exceed $5,000 at any new single location and (B) receipt by Agent of an executed landlord waiver or $50,000 in the aggregate for all such location in form and substance satisfactory to Agentlocations.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (a) each Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest First-Priority Interest or a Second-Priority Interest, as the case may be, in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory lienswith the further understanding that the Collateral may also from time to time be subject to Permitted Encumbrances); and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement constituting Collateral 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 and each of its Subsidiaries that appear on such documents and agreements shall be genuine and each Borrower and each of its Subsidiaries shall have full capacity to execute same; and (d) each Borrower’s and its Subsidiaries’ Equipment and Inventory shall be located at the locations set forth specifically identified on Schedule 4.5 (as Borrower may update from time to time by giving written notice to Agent thereof, provided the foregoing ongoing permitted updates of such Schedule shall only be allowed as to additional locations of such property within the United States, and such property and any such additional locations shall remain subject to any and all provisions of this Agreement and the other Loan Documents) and shall not be removed from such location(s) without the prior written consent of Agent Agent, except (i) if in-transit among such locations or out for repair, and except with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), (ii) Inventory in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices business and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice by Borrower Equipment to the Agent with respect to any new location and (B) receipt by Agent of an executed landlord waiver for such location extent permitted in form and substance satisfactory to AgentSection 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) Borrower and each of its Subsidiaries (as applicable) the applicable Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a security interest, which shall be of first priority security interest but subject to Permitted Encumbrances, in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted the Agent, except for a default caused by the grant of the Lien hereunder and statutory liens)in violation of a nonassignment provision in such Collateral to the extent such non-assignment provision is not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code; and, except for such Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; or (b) each document and agreement executed by Borrower the Credit Parties (or any of them) or delivered to the Agent or any Lender in connection with this Agreement shall be true and correct in all respects; and (c) all signatures and endorsements of Borrower and each of its Subsidiaries any Credit Party that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries shall have full capacity to execute same; . Schedule 4.8(a) sets forth a true, correct and complete list of each Credit Party's Aircraft (dincluding Small Fixed-Wing Aircraft and Rotary Wing Aircraft), Engines and Propellers each capable of producing at least 750 horsepower or the equivalent thereof, identifying which of the foregoing categories in which each such item is properly categorized, identifying each such item by manufacturer, model and serial number and in the case of Aircraft, federal identification number. Schedule 4.8(b) Borrower’s sets forth a true, correct and its Subsidiaries’ complete list of the locations where all Inventory and Parts of the Credit Parties are located. All Inventory, Equipment and Inventory Parts shall at all times (other than as consented to by the Agent in writing) be located at the locations set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent 4.8(b), except with respect to (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions in accordance with Section 7.1(b), ; (ii) Inventory Collateral which is in transit from one location on Schedule 4.5 or otherwise permitted hereunder to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees of personal computing devices and related accessories used by such employees in the ordinary course of business such Credit Party's business; (iii) Aircraft, Engines, Propellers and Parts and other related Equipment in use or subject to off-site maintenance in the ordinary course of such Credit Party's business, and (iv) other Collateral to the extent permitted in Section 7.1 hereof. Schedule 4.8(a) sets forth each location where the Borrower or any Guarantor, Credit Party conducts business (the "Premises"). No Credit Party may maintain any item of Collateral consisting of Rotary Wing Aircraft or (iv) (A) upon Small Fixed-Wing Aircraft in a location outside the United States for a period in excess of thirty (30) days in any fiscal year without the prior written notice by Borrower consent of the Agent, which consent shall not be unreasonably withheld. Days during which such item of Collateral is in transit are not counted toward such thirty (30) day limitation. Each Credit Party shall provide to the Agent with respect written reports as to any new the location of Collateral consisting of Rotary Wing Aircraft and (B) receipt by Agent of an executed landlord waiver for Small Fixed-Wing Aircraft indicating whether such location in form and substance satisfactory to AgentCollateral is located within or outside the United States.

Ownership of Collateral. With respect Borrower has, or as to any and all Collateral hereafter acquired will have, and shall continue to have, good, indefeasible and marketable title to and ownership of the Collateral, at free and clear of all mortgages, pledges, liens, encumbrances and security interests other than liens and security interests created in favor of Lender or as expressly permitted hereunder. Borrower will not, without the time prior written consent of Lender, sell, transfer, convey, lease, assign or otherwise dispose of any Collateral (other than Inventory sold or leased in the ordinary course of business), or permit anything to be done that may impair the value of any of the Collateral becomes subject or the security intended to Agent’s be afforded hereby, or create or permit to exist any mortgage, pledge, lien, encumbrance or other security interest: interest in any Collateral other than the lien created pursuant to this Agreement and any other liens created in favor of Lender. Borrower shall pay promptly when due all taxes and assessments upon the Collateral or for its use or operation and, if requested in writing by Lender, shall deliver to Lender, within ten (a10) days after such request, a receipt or other evidence satisfactory to Lender of the payment thereof. Lender will have, so long as any of the Obligations remain unpaid, a good and valid lien upon the Collateral prior to the rights of all third parties whomsoever and Borrower will defend the Collateral against all claims and each demands of its Subsidiaries (as applicable) shall be the sole owner of and all such third parties. Borrower is fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder Lender; all documents and statutory liens); 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 Borrower or delivered to Agent or any Lender in connection with this Agreement agreements shall be true and correct and in all respectsrespects what they purport to be; (c) all signatures and endorsements of Borrower and each of its Subsidiaries that appear on such documents and agreements thereon shall be genuine and Borrower all signatories and each of its Subsidiaries endorsers shall have full capacity to execute samecontract; and (d) Borrower’s and its Subsidiaries’ Equipment and Inventory none of the transactions underlying or giving rise to the Collateral shall violate any applicable state or federal laws or regulations; all documents relating to the Collateral shall be located at the locations set forth on Schedule 4.5 legally sufficient under such laws or regulations and shall not be removed from such location(s) without the prior written consent of Agent except (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, to customer locations, or dispositions legally enforceable in accordance with Section 7.1(b)their terms; and Borrower agrees to defend the Collateral against the claims of all persons other than Lender. If the Collateral, (ii) Inventory or any part thereof is at any time in transit from one location on Schedule 4.5 any manner converted by its issuer or otherwise permitted hereunder maker into another type of property or any money or other proceeds ever be paid or delivered to another one location on Schedule 4.5 or otherwise permitted hereunder, (iii) transportation by employees Borrower as a result of personal computing devices and related accessories used by such employees Borrower's rights in the ordinary course of business Collateral, then, in any such event, all such property, money and other proceeds shall become part of the Collateral, and Borrower covenants to forthwith pay or any Guarantordeliver to Lender all of the same which is susceptible of delivery and, at the same time, if Lender deems it necessary and so requests, Borrower will properly endorse or (iv) (A) upon thirty (30) days prior written notice by Borrower to assign the Agent with same. With respect to any new location of such property of a kind requiring any additional security agreement, financing statement or other writing to perfect a security interest therein in favor of Lender, Borrower will forthwith execute and (B) receipt by Agent of an executed landlord waiver deliver to Lender whatever Lender shall deem necessary or proper for such location in form and substance satisfactory to Agentpurpose.

Ownership of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (a) Borrower and each of its Subsidiaries (as applicable) shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest (subject to Liens which are Permitted Encumbrances under clauses (c), (g), (l), (m), (n), (o) or (r) of the definition thereof) in each and every item of the its respective Collateral to Agent (other than purchase money security interests permitted hereunder and statutory liens)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 Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower and each of its Subsidiaries that appear on such documents and agreements shall be genuine and Borrower and each of its Subsidiaries shall have full capacity to execute same; and (dc) Borrower’s and its Subsidiaries’ 's Equipment and Inventory shall be located at the locations as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to (i) with respect to the sale of Inventory in the ordinary course of business, including, without limitation, business and Equipment to customer locations, or dispositions the extent permitted in accordance with Section 7.1(b)4.3 hereof, (ii) Inventory in transit from one Equipment which is located at any location other than as set forth on Schedule 4.5 for repairs, refurbishment or otherwise permitted hereunder processing, provided, however, in the event that Borrower anticipates that such Equipment is kept at such location for a period of ninety (90) days or more, Borrower shall execute all UCC-1 financing statements necessary in order for Agent to another one location on Schedule 4.5 maintain a first priority perfected security interest therein and provided that such Inventory shall not be deemed "Eligible Inventory" unless Agent receives a waiver letter from such processor pursuant to which such processor waives all Liens it may have in such Inventory or otherwise permitted hereunderEquipment, (iii) transportation motor vehicles owned by employees of personal computing devices Borrower, and related accessories used by such employees in the ordinary course of business of the Borrower or any Guarantor, or (iv) (A) upon thirty (30) days prior written notice Inventory sold on consignment or held by a third party for display or demonstration not to exceed the fair market value of $500,000 in the aggregate in any fiscal year provided that Borrower to shall indicate on the Agent with respect to any new location applicable Borrowing Base Certificate the aggregate amount of such Inventory as of the date such Borrowing Base Certificate was prepared and (B) receipt by Agent of an executed landlord waiver for such location in form and substance satisfactory to AgentInventory shall not be deemed "Eligible Inventory" hereunder.