Common use of Certain Warranties and Covenants Clause in Contracts

Certain Warranties and Covenants. The Grantor makes the following warranties and covenants: (a) The Pledged Equity Interests have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors thereof, and is not in default. The certificates and instruments, as applicable, representing the Pledged Collateral are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, the Pledged Collateral is not subject to any offset or similar right or claim of the issuers thereof. (b) The Pledged Equity Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated). (c) The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor and is outstanding in the principal amount indicated on Schedule I. (d) The Grantor shall not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, or consent to or acquiesce in any of the foregoing, without in each case the prior written consent of the Secured Party. (e) None of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control of the Secured Party, or (ii) shall be subject to the Control or any Person other than the Bank. (f) The Grantor will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Grantor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the Grantor.

Certain Warranties and Covenants. The Grantor Pledgor makes the following warranties and covenants: (a) The Pledgor has title to the Pledged Equity Interests Shares and the Pledged Debt and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest and the Lien of Amatis Limited. (b) The Pledgor has full power and authority to execute this Pledge Agreement, to perform the Pledgor’s obligations hereunder and to subject the Collateral to the Security Interest created hereby. (c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Secured Party or Amatis Limited, and any financing statements or other documents filed or recorded by the Pledgor with respect to its Lien on any Related Collateral). (d) The Pledged Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors issuers thereof, and is not in default. The certificates and instruments, as applicable, representing the Pledged Collateral Shares and the instruments evidencing the Pledged Debt are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, Neither the Pledged Collateral is not Shares nor the Pledged Debt are subject to any offset or similar right or claim of the issuers thereof. (be) The Pledged Equity Interests Shares constitute the percentage 100% of the issued and outstanding ownership interests shares of stock of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated)thereof. (cf) The Pledged Debt set forth on Schedule I constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor Pledgor and is outstanding in the principal amount indicated on Schedule I. (dg) The Grantor Pledgor shall not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, or consent to or acquiesce in any of the foregoing, without in each case the prior written consent of the Secured Party. (e) None of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control of the Secured Party, or (ii) shall be subject to the Control or any Person other than the Bank. (f) The Grantor will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Grantor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the Grantor.

Certain Warranties and Covenants. The Grantor Borrower makes the following warranties and covenants: (a) The Pledged Equity Interests have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors thereof, and is not in default. The certificates and instruments, as applicable, representing the Pledged Collateral are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, the The Pledged Collateral is not subject to any offset or similar right or claim of the issuers thereof. (b) The Pledged Equity Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).. The entities listed in Schedule I are the Borrower’s only subsidiaries existing on the date hereof. The Pledged Equity Interests have been duly authorized and validly issued and are fully paid and nonassessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived) and with respect to Pledged Equity Interests pledged on the date hereof, the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as noted in Schedule I hereto, the Pledged Shares constitute 100% of the issued shares of Equity Interests of the subsidiaries listed therein as of the date hereof (c) The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor and is outstanding in the principal amount indicated on Schedule I. (d) The Grantor shall not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, or consent to or acquiesce in any of the foregoing, without in each case the prior written consent of the Secured Party. (e) None of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control of the Secured Party, or (ii) shall be subject to the Control or of any Person other than the BankBorrower and the Secured Party. (fd) The Grantor Borrower will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the GrantorBorrower or as otherwise permitted by the Secured Party, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the GrantorBorrower. (e) Borrower shall not, without written notice to Secured Party, add any new offices or business locations, other than the locations identified on Schedule II, including other locations where Collateral is held (unless such new offices or business locations contain less than One Hundred Fifty Thousand Dollars ($150,000) in assets or property and the Borrower does not maintain material books and records or Instruments with value in excess of Fifty Thousand Dollars ($50,000)). The Borrower’s exact legal name, chief place of business and chief executive office, jurisdiction of organization, organizational ID number and the place where such Borrower keeps its material Records concerning Accounts are located at the addresses specified therefor in Schedule III hereto (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof). None of the Accounts in excess of One Fifty Hundred Thousand Dollars ($150,000) are evidenced by Promissory Notes or other Instruments, except for those that have been delivered to the Secured Party to the extent otherwise required herein. Set forth in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of each Deposit Account, Securities Account and Commodities Account of the Borrower (in each case, other than Excluded Deposit Accounts), together with the name and address of each institution at which each such account is maintained, the account number for each such account and a description of the purpose of each such account. All of the Promissory Notes, Chattel Paper Instruments and Letter of Credit Rights, in each case, with a value in excess of Fifty Thousand Dollars ($50,000), for which the Borrower is a payee are listed in Schedule V hereto along with the information relating to the applicable payor, payee, date of creation and amount thereunder (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof). (f) All material registered United States Copyrights, registered United States Trademarks, and issued United States Patents that are owned by such Borrower are valid, subsisting and, enforceable and have at all times been maintained in compliance with all laws, rules, regulations, and orders of any governmental authority applicable thereto. (g) As of the date hereof, no Borrower holds any Commercial Tort Claims in excess of One Hundred Thousand Dollars ($100,000) except for such claims described in Schedule VI hereto.

Certain Warranties and Covenants. The Each Grantor makes the following warranties and covenants: (a) The Pledged Equity Interests have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt Debt, if any, to the Grantor’s knowledge, has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors thereof, thereof and is not in default. The certificates and instruments, as applicable, representing the Pledged Collateral are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, the Pledged Collateral is not subject to any offset or similar right or claim of the issuers thereof. (b) The As of the Closing Date (or, if later, the date such Grantor becomes a party hereto), the Pledged Equity Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated). (c) The Pledged Debt constitutes all As of the outstanding Closing Date (or, if later, the date such Grantor becomes a party hereto), there are no obligations for borrowed money or other indebtedness for money borrowed or for owed to any Grantor, including with respect to the deferred purchase price of property (other than but excluding all accounts payable on ordinary trade terms) other than as specifically permitted pursuant to Section 6.11 of the respective obligors thereof Credit Agreement and as set forth on Schedule I hereto, as the same is updated from time to time. Grantors hereby agree to provide the Secured Party with written notice within 10 Business Days of obtaining any debt instruments or any rights or interests owed to such Grantor with an individual value in excess of $50,000, or an aggregate value for all such debt instruments or rights or interests in excess of $200,000, and upon written request from the Secured Party, each Grantor hereby agrees to pledge such debt instrument or such rights or interests and is outstanding deliver such documents and certificates as the Secured Party may reasonably request in connection with the principal amount indicated on Schedule I.perfection and Control of such debt instrument or such rights or interests. (d) The No Grantor shall not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under under, any agreement with respect to the Related Collateral, or consent to or acquiesce in any of the foregoing, without in each case the prior written consent of the Secured Party. (e) None of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control of the Secured Party, or (ii) shall be subject to the Control or of any Person other than the Bankapplicable Grantor and the Secured Party. (f) The Each Grantor will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares Equity Interests issued by such issuer, except to the GrantorGrantor or as otherwise permitted by the Credit Agreement, and (ii) pledge hereunder, immediately promptly upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the Grantor. (g) Other than Deposit Accounts and Securities Accounts for which a Grantor provides written notice to Secured Party after the date hereof (other than Deposit Accounts opened with the Secured Party), Schedule II lists, as of the Closing Date, each Grantor’s Deposit Accounts and Securities Accounts (collectively, the “Existing Accounts”). Each Grantor (other than the Parent and Intermediate Holdings) shall (a) in accordance with Section 6.14 of the Credit Agreement deposit all of its cash in (i) Deposit Accounts maintained with the Secured Party or (ii) in an account with another Person otherwise subject to a Control Agreement to the extent permitted under Section 6.14 of the Credit Agreement; and (b) maintain all Securities Accounts, if any, with the Secured Party or in an account otherwise subject to a Control Agreement. (h) Each Grantor shall promptly notify the Secured Party, in writing, of: (i) any Lien (other than Permitted Liens) on any of the Collateral which would materially and adversely affect the ability of the Secured Party to exercise any of its remedies hereunder, (ii) the occurrence of any other event which could reasonably be expected to materially and adversely effect the aggregate value of the Collateral or on the Security Interest, (iii) any Collateral which, to the knowledge of such Grantor, constitutes a Government Contract with an individual value in excess of $250,000 or to the extent the aggregate value of all Government Contracts is in excess of $750,000, and (iv) the acquisition or ownership by such Grantor of any (A) Commercial Tort Claim (other than, as long as no Default exists, a Commercial Tort Claim for less than $250,000), or (B) any Letter of Credit Rights after the Closing Date. (i) As of the date hereof, there are no Partnership/LLC Interests that are Pledged Equity Interests by their terms expressly provide that they are securities governed by Article 8 of the applicable Uniform Commercial Code. Each Grantor covenants and agrees that it will not permit any issuer of Pledged Equity Interests to elect to opt into or voluntarily allow any Partnership/LLC Interest to be governed by Article 8 of the applicable Uniform Commercial Code without the prior written consent of the Secured Party. Except to the extent prohibited by applicable law, if certificates representing any Partnership/LLC Interests that are Pledged Equity Interests have been issued, such certificates have been delivered to the Secured Party along with duly executed and undated stock powers or other similar endorsements in blank with respect to such Partnership/LLC Interests on the date of this Agreement or if issued after the date hereof, within 5 Business Days of the issuance of such certificates. None of the Partnership/LLC Interests that are Pledged Equity Interests (i) are dealt in or traded on a Securities exchange or in Securities markets, (ii) are Investment Company Securities (as defined in the UCC) or (iii) are held in a Securities Account.

Certain Warranties and Covenants. The Grantor Pledgor makes the following warranties and covenants: (a4(a) The Pledged Equity Interests Pledgor has title to the Initial Collateral and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest. 4(b) The Pledgor has full power and authority to execute this Pledge Agreement, to perform the Pledgor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. 4(c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Creditor, and any financing statements or other documents filed or recorded by the Pledgor with respect to its Lien on any Related Collateral). 4(d) Any shares of stock included in the Initial Collateral have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt Any debt instrument included in the Initial Collateral has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors issuer thereof, and is not in default. The certificates and instruments, as applicable, representing No debt instrument included in the Pledged Collateral are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, the Pledged Initial Collateral is not subject to any offset or similar right or claim of the issuers issuer thereof. (b4(e) The Pledged Equity Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated). (c) The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor and is outstanding in the principal amount indicated on Schedule I. (d) The Grantor Pledgor shall not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of debt instrument included in the Pledged DebtCollateral, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, or consent to or acquiesce in any of the foregoing, without in each case the prior written consent of the Secured PartyCreditor. (e4(f) None The Initial Collateral represents all of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control issued and outstanding shares of all classes of capital stock of the Secured Party, or (ii) shall be subject to the Control or any Person other than the Bank. (f) The Grantor will (i) cause each issuer identified on Schedule I as of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Grantor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the GrantorClosing Date.

Certain Warranties and Covenants. 4(a) The Grantor Pledgor makes the following warranties and covenants: (ai) The Pledgor has title to the Pledged Shares and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest. (ii) The Pledgor has full power and authority to execute this Agreement, to perform the Pledgor’s obligations hereunder, and to subject the Collateral to the Security Interest. (iii) No financing statement or other filings or registrations covering all or any part of the Collateral is on file in any public office (except for any financing statements, filings, or registrations filed by the Secured Party). (iv) The Pledged Equity Interests Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors thereof, and is not in default. The certificates and instruments, as applicable, representing the Pledged Collateral Shares are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, the Pledged Collateral is not subject to any offset or similar right or claim of the issuers thereof. (bv) The Pledged Equity Interests Shares constitute the percentage of the issued and outstanding ownership interests shares of stock of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated). (cvi) It shall deliver to the Secured Party the following (within 10 business days after the date hereof): a certified true copy of the register of members of the Issuer, annotated to include details of this Agreement. 4(b) The Pledged Debt constitutes all Issuer makes the following warranties and covenants. (i) It irrevocably waives: i. any first and paramount lien; and ii. any rights of forfeiture that it may have, now or in the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed future, under its constitutional documents, in relation to the Grantor and is outstanding in the principal amount indicated on Schedule I.Pledged Shares. (dii) The Grantor shall not forgive, cancel, subordinate, compromise, modify, amend or extend It irrevocably consents to the time for payment of, or waive any default under, any transfer of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect Shares pursuant to the Related Collateral, or consent to or acquiesce in enforcement by the Secured Party of any of its rights under this Agreement. (iii) It shall not issue any shares in the foregoing, Issuer to any person without in each case the prior written consent of the Secured Party. (eiv) None It shall not register the transfer of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject any charged share to any Securities Account, except a Securities Account subject to other person on the Control Issuer’s Register of Members without the prior written consent of the Secured Party, or (ii) shall be subject to the Control or any Person other than the Bank. (fv) The Grantor will (i) cause each issuer It shall not continue in a jurisdiction outside of the Pledged Equity Interests that it controls British Virgin Islands. (vi) It shall not amend its memorandum of association or articles of association without the prior written consent of the Secured Party. (vii) It shall make a notation of this Agreement in its Register of Members pursuant to issue section 66(8) of the Business Companies Act, 2004 (as amended) as in effect in the British Virgin Islands. (viii) It shall file a copy of its annotated Register of Members with the Companies Registry of the British Virgin Islands. (ix) It shall promptly register any Equity Interests in addition transfer of title to or in substitution for the Pledged Shares issued pursuant to any enforcement by such issuer, except to the Grantor, and (ii) pledge hereunder, immediately upon Secured Party of its acquisition (directly or indirectly) thereof, any and all additional Equity Interests rights under this Agreement on its Register of each issuer of the Pledged Equity Interests that are issued to the GrantorMembers.

Certain Warranties and Covenants. The Grantor Each Pledgor makes the following warranties and covenants: 4(a) OCI has title to the Pledged Shares and OTI has title to the Pledged LLC Interests and each respective Pledgor will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest. 4(b) The Pledgor has full power and authority to execute this Pledge Agreement, to perform such Pledgor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. 4(c) No financing statement covering all or any part of the Collateral is on file in any public office (aexcept for any financing statements filed by the Lender, and any financing statements or other documents filed). 4(d) The Pledged Equity Interests Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has LLC Interests have been duly authorized, issued and delivered and is the legal, valid are fully paid and binding obligation of the obligors thereof, and is not in defaultnon-assessable. The certificates and instruments, as applicable, representing the Pledged Collateral Shares and the units, certificates or subscription agreements, if any, evidencing the Pledged LLC Interests are genuine. Except as may be provided by the law A true and correct copy of the jurisdiction in which a Foreign Subsidiary is organized, Agreement of Limited Liability Company of New Heights (the "New Heights LLC Agreement") has been provided to the Lender. Neither the Pledged Collateral is not Shares nor the Pledged LLC Interests are subject to any offset or similar right or claim of the issuers thereof. (b4(e) The Pledged Equity Shares constitute 100% of the issued and outstanding shares of stock of OTI. The Pledged LLC Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof in New Heights as indicated on Schedule I (if any such percentage is so indicated)hereto. (c4(f) The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor and is outstanding in the principal amount indicated on Schedule I. (d) The Grantor shall OTI will not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, execute or consent to any amendment to the New Heights LLC Agreement or acquiesce in any of the foregoing, related operating agreement without in each case the prior written consent of the Secured PartyLender. (e) None of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control of the Secured Party, or (ii) shall be subject to the Control or any Person other than the Bank. (f) The Grantor will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Grantor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the Grantor.

Certain Warranties and Covenants. The Grantor Each Pledgor makes the following warranties and covenants: 4(a) OCI has title to the Pledged Shares and OTI has title to the Pledged LLC Interests and each respective Pledgor will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest. 4(b) The Pledgor has full power and authority to execute this Pledge Agreement, to perform such Pledgor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. 4(c) No financing statement covering all or any part of the Collateral is on file in any public office (aexcept for any financing statements filed by the Lender, and any financing statements or other documents filed). 4(d) The Pledged Equity Interests Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has LLC Interests have been duly authorized, issued and delivered and is the legal, valid are fully paid and binding obligation of the obligors thereof, and is not in defaultnon-assessable. The certificates and instruments, as applicable, representing the Pledged Collateral Shares and the units, -4- 5 certificates or subscription agreements, if any, evidencing the Pledged LLC Interests are genuine. Except as may be provided by the law A true and correct copy of the jurisdiction in which a Foreign Subsidiary is organized, Agreement of Limited Liability Company of New Heights (the "New Heights LLC Agreement") has been provided to the Lender. Neither the Pledged Collateral is not Shares nor the Pledged LLC Interests are subject to any offset or similar right or claim of the issuers thereof. (b4(e) The Pledged Equity Shares constitute 100% of the issued and outstanding shares of stock of OTI. The Pledged LLC Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof in New Heights as indicated on Schedule I (if any such percentage is so indicated)hereto. (c4(f) The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor and is outstanding in the principal amount indicated on Schedule I. (d) The Grantor shall OTI will not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, execute or consent to any amendment to the New Heights LLC Agreement or acquiesce in any of the foregoing, related operating agreement without in each case the prior written consent of the Secured PartyLender. (e4(g) None OCI has one or more places of business and its chief executive office is located in the Pledged Collateral (i) shall be deposited in, credited to State of Delaware. OTI has one or otherwise subject to any Securities Account, except a Securities Account subject to more places of business and its chief executive office is located in the Control State of the Secured Party, or (ii) shall be subject to the Control or any Person other than the BankDelaware. (f) The Grantor will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Grantor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the Grantor.

Certain Warranties and Covenants. The Grantor makes the following warranties and covenants: (a) The Pledged Equity Interests have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors thereof, and is not in default. The certificates and instruments, as applicable, representing the Pledged Collateral are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, the The Pledged Collateral is not subject to any offset or similar right or claim of the issuers thereof. (b) The Pledged Equity Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).. The entities listed in Schedule I are the Grantor’s only subsidiaries existing on the date hereof. The Pledged Equity Interests have been duly authorized and validly issued and are fully paid and nonassessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived) and with respect to Pledged Equity Interests pledged on the date hereof, the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as noted in Schedule I hereto, the Pledged Shares constitute 100% of the issued shares of Equity Interests of the subsidiaries listed therein as of the date hereof (c) The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor and is outstanding in the principal amount indicated on Schedule I. (d) The Grantor shall not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, or consent to or acquiesce in any of the foregoing, without in each case the prior written consent of the Secured Party. (e) None of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control of the Secured Party, or (ii) shall be subject to the Control or of any Person other than the BankGrantor and the Secured Party. (fd) The Grantor will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the GrantorGrantor or as otherwise permitted by the Secured Party, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the Grantor. (e) Grantor shall not, without written notice to Secured Party, add any new offices or business locations, other than the locations identified on Schedule II, including other locations where Collateral is held (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000) in assets or property). The Grantor’s exact legal name, chief place of business and chief executive office, jurisdiction of organization, organizational ID number and the place where such Grantor keeps its material Records concerning Accounts are located at the addresses specified therefor in Schedule III hereto (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof). None of the Accounts in excess of One Hundred Thousand Dollars ($100,000) are evidenced by Promissory Notes or other Instruments, except for those that have been delivered to the Secured Party to the extent otherwise required herein. Set forth in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of each Deposit Account, Securities Account and Commodities Account of the Grantor (in each case, other than Excluded Deposit Accounts), together with the name and address of each institution at which each such account is maintained, the account number for each such account and a description of the purpose of each such account. All of the Promissory Notes, Chattel Paper Instruments and Letter of Credit Rights, in each case, with a value in excess of One Hundred Thousand Dollars ($100,000), for which the Grantor is a payee are listed in Schedule V hereto along with the information relating to the applicable payor, payee, date of creation and amount thereunder (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof). (f) All material registered United States Copyrights, registered United States Trademarks, and issued United States Patents that are owned by such Grantor are valid, subsisting and, enforceable and have at all times been maintained in compliance with all laws, rules, regulations, and orders of any governmental authority applicable thereto. (g) As of the date hereof, no Grantor holds any Commercial Tort Claims in excess of One Hundred Thousand Dollars ($100,000) except for such claims described in Schedule VI hereto.