Common use of General Collateral Representation Clause in Contracts

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) is the sole owner of and has good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate), free from all Liens in favor of any Person other than those in favor of Agent and except any Permitted Liens and (ii) has full right and power to grant to Agent a security interest therein. All information furnished to Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) in favor of Agent pursuant to the Loan Documents, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of Agent, as of the Closing Date, a valid and continuing Lien on, and, subject to the Permitted Liens, first security interest in, the types of the Loan Collateral in which a security interest may be created under Article 9 of the UCC. Financing statements have been duly prepared listing each Borrower, as a debtor, and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statements. When such financing statements are duly filed in the filing offices listed on Schedule 5.21, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, be prior to all other Liens in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities where any of the Equipment is located.

General Collateral Representation. Subject, in each case, to the liens of the Senior Lender: (a) Each Borrower and each Subsidiary of a Borrower (i) is the sole owner of and has good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens in favor of any Person Liens, other than those in favor of Agent the Permitted Liens, and except any Permitted Liens and (ii) has full right and power to grant to Agent Lender a security interest therein. All information which has been furnished to Agent Lender concerning the Loan Collateral is was complete, accurate and correct in all material respects when furnished, and all information which may be furnished to Lender in the future concerning the Collateral will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by Borrower in favor of Agent Senior Lender pursuant to the Senior Loan Documents, by Borrower in favor of Lender pursuant to this Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of AgentLender, as of the Closing Date, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first and security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. Financing statements Statements on Form UCC-1 have been duly prepared listing each Borrower, as a debtor, executed on behalf of Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsFinancing Statements under the UCC. When such financing statements Financing Statements are duly filed in the filing offices listed on Schedule 5.210 hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the Financing Statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of othersothers (except for Permitted Liens), enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities real estate where any of the Equipment is locatedlocated and as against any purchaser of such real property and any present or future creditor obtaining a Lien on such real estate. All action necessary to protect and perfect a security interest in each item of the Collateral has been or will be duly taken, or in the case of Equipment covered by certificates of title will be taken within sixty (60) days of the Closing Date. (d) Upon delivery to Lender and the filing with the U.S. Patent and Trademark Office of the Assignment of Trademarks and the Assignment of Patents and delivery to Lender and the payment of the requisite filing fees, Lender shall have a perfected security interest in the intellectual property listed on Schedule 0 and the other Collateral of a type described in such assignments, which perfected security interest will be prior to all other Liens in favor of others.

General Collateral Representation. (a) Each The Borrower is and each Subsidiary of a Borrower (i) is at all times will be the sole owner of and has have good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of Agent the Permitted Liens, and except any Permitted Liens and (ii) has full right and power to grant to Agent the Lender a security interest therein. All information furnished to Agent the Lender concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished.; (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by the Borrower in favor of Agent the Lender pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens.; and (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of Agentthe Lender, as of from and after the Closing Datedate hereof, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first and security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. Financing statements Statements on Form UCC-1 have been duly prepared listing each Borrower, as a debtor, executed on behalf of the Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsstatements under the UCC. When such financing statements are duly filed in the filing offices listed on Schedule 5.214.5(c) hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect the security interests in such of the Loan Collateral described in such the financing statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of othersothers except for Permitted Liens, enforceable as such as against creditors of and purchasers from any Borrower the Borrower. All action necessary to protect and its Subsidiaries perfect a security interest in each item of the Collateral (other than purchasers excluding cash and cash equivalents not constituting Proceeds) in which a security interest may be perfected under Article 9 of Inventory the UCC has been duly taken, except that a security interest in cash and cash equivalents not in the ordinary course) and as against any owner possession of the Borrower’s Facilities where any of the Equipment Lender is locatednot perfected.

General Collateral Representation. (a) Each Borrower Loan Party is and each Subsidiary of a Borrower (i) is at all times will be the sole owner of and has have good and marketable title to its Loan the Collateral (exclusive of that Property for which pledged by it has only a leasehold estate)pursuant to this Agreement, free from all Liens Liens, in favor of any Person other than those in favor of Agent the Permitted Liens, and except any Permitted Liens and (ii) has full right and power to grant to Agent Lender a security interest therein. All information furnished to Agent Lender concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished.; (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by a Loan Party in favor of Agent Lender pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens.; and (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of AgentLender, as of from and after the Closing Datedate hereof, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first and security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. Financing statements Statements on Form UCC-1 have been duly prepared listing each Borrower, as a debtor, executed on behalf of the Loan Parties and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsstatements under the UCC. When such financing statements are duly filed in the filing offices listed on Schedule 5.214.11, and the requisite filing fees are paid, such filings will be sufficient to perfect the security interests in such of the Loan Collateral described in such the financing statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of othersothers except for Permitted Liens, enforceable as such as against creditors of and purchasers from any Borrower the Loan Parties. All action necessary to protect and its Subsidiaries perfect a security interest in each item of the Collateral (other than purchasers excluding cash and cash equivalents not constituting Proceeds) in which a security interest may be perfected under Article 9 of Inventory the UCC has been duly taken, except that a security interest in cash and cash equivalents not in the ordinary course) and as against any owner possession of the Borrower’s Facilities where any of the Equipment Lender is locatednot perfected.

General Collateral Representation. (a) Each of the --------------------------------- Borrower and each Subsidiary of a Borrower (i) is its Subsidiaries at all times will be the sole owner of and has have good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of Agent the Permitted Liens, and except any Permitted Liens and (ii) has have full right and power to grant to Agent the Lender a security interest therein. All information furnished to Agent the Lender concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished; (b) Set forth on Schedule 10.20 to the Purchase Agreement (which Schedule is hereby incorporated herein and made a part hereof as if herein stated), is a true, correct and complete list of all patents and patent applications, material trademarks, copyrights, licenses and trade/brand names owned by, or licensed to, the Borrower and its Subsidiaries. Each of the Borrower and its Subsidiaries possesses all Intellectual Property Rights necessary to conduct its business as now being conducted, without conflict with or infringement upon any valid rights of others, except where a failure to do so would not have a Material Adverse Effect and has not received any notice of infringement upon or conflict with the asserted rights of others. Except as set forth on such Schedule 10.20, there are no -------------- outstanding options, licenses, or agreements of any kind relating to the foregoing to which the Borrower or any Subsidiary is a party, nor is the Borrower or its Subsidiaries bound by or a party to any option, license or agreement of any kind with respect to the patents and patent applications, material trademarks, copyrights, licenses and trade/brand names of any other person or entity. No stockholder, director, officer or employee of the Borrower or its Subsidiaries has any interest in any Intellectual Property Rights. (bc) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by the Borrower in favor of Agent the Lender pursuant to this Revolving Credit Agreement and the Loan Documents, Security Documents or any other financing arrangement or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens.; (cd) The provisions of this Agreement and the Security Documents are sufficient to create in favor of Agentthe Lender, as of the Closing Date, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first and security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. Amendments to Financing statements Statements have been duly prepared listing each Borrower, as a debtor, executed on behalf of Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statements. When such financing statements are when duly filed in the filing offices listed on Schedule 5.21, in which UCC-1 Financing Statements have been filed pursuant to Section 2 of the Security Agreement (the "Financing Statements") and the requisite filing fees are paid, -------------------- such filings Financing Statements as amended by the Amendments to Financing Statements will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the Financing Statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, interest will be prior to all other Liens in favor of others and rights of othersothers except for Permitted Liens, enforceable as such as against creditors of and purchasers from any Borrower Borrower. All action necessary to protect and its Subsidiaries perfect a security interest in each item of the Collateral (other than purchasers excluding cash and cash equivalents not constituting Proceeds) in which a security interest may be perfected under Article 9 of Inventory the UCC by the filing of a UCC-1 Financing Statement has been duly taken, except that a security interest in cash and cash equivalents not in the ordinary course) and as against any owner possession of the Borrower’s Facilities where any of the Equipment Lender is locatednot perfected.

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) is Borrowers are the sole owner owners of and has have good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of the Agent and except any Permitted Liens Liens, and (ii) subject to negative pledges not prohibited under Section 8.9, has full right and power to grant to the Agent a security interest therein. All information furnished to the Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statementUCC Financing Statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by Borrowers in favor of Agent pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of the Agent, as of the Closing Date, a valid and continuing Lien lien on, and, to the extent perfection actions have been taken hereunder and subject to the Permitted Liens, first security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. UCC Financing statements Statements have been duly prepared listing each Borrower, as a debtor, executed on behalf of Borrowers and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsUCC Financing Statements. When such financing statements UCC Financing Statements are duly filed in the filing offices listed on Schedule 5.215.22, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the UCC Financing Statements as can be perfected by filingfiling (other than Equipment affixed to real property so as to become fixtures), which perfected security interests will, will be subject to the Permitted Liens, be prior to all other Liens in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries Borrowers (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities Real Estate where any of the Equipment is locatedlocated and as against any purchaser of such Real Estate and any present or future creditor obtaining a Lien on such real property. (d) Upon delivery to and possession by Agent of the Pledged Stock pursuant to the terms of the Pledge Agreement, Agent shall possess a valid, first priority security interest in such Pledged Stock in accordance with Article 9 of the UCC; and (e) No Person now having possession or control of any of the Collateral consisting of Inventory or Equipment has issued, in receipt therefor, a negotiable xxxx of lading, warehouse receipt or other document of title.

General Collateral Representation. (a) Each The Borrower and each Subsidiary of a Borrower (i) is the sole owner of and has good and marketable title to its Loan any real property purported to be owned by it and good title to the other Collateral (exclusive consisting of that Property for which it has only a leasehold estate)personal property, free from all Liens in favor of any Person Person, other than those in favor of the Agent and except any for Permitted Liens Liens; and (ii) has full right and power to grant to the Agent a security interest therein. Borrower does not own any fee interest in any real property. All information furnished to the Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished.; (b) No security agreement, financing statementFinancing Statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by Borrower in favor of Agent for the benefit of Lenders or any Lender pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens.; (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of AgentLenders or the Agent for the benefit of Lenders, as of the Closing Date, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first and security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. Financing statements Statements on Form UCC-1 have been duly prepared listing each Borrower, as a debtor, executed on behalf of Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsFinancing Statements under the UCC. When such financing statements Financing Statements are duly filed in the filing offices listed on Schedule 5.21hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the Financing Statements as can be perfected by filingfiling (other than Equipment affixed to real property so as to become fixtures), which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of othersothers (except for Permitted Liens), enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities real property where any of the Equipment is locatedlocated and as against any purchaser of such real property and any present or future creditor obtaining a Lien on such real property, except that (i) certain statutory liens arising by operation of law may have priority over a security interest perfected by a previously filed Financing Statement, (ii) under certain circumstances described in the UCC, the right of the Agent or any Lender to enforce a security interest in proceeds may be limited, and (iii) Section 552 of the Bankruptcy Code limits the extent to which property acquired by a debtor after the commencement of a case under the Bankruptcy Code may be subject to a Lien perfected prior to the filing of such case. All action necessary to protect and perfect a security interest in each item of the Collateral has been duly taken, or in the case of Equipment covered by certificates of title will be taken within ninety (90) days of the Closing Date, or in the case of the Pledged Stock as set forth below; (d) Upon delivery to and possession by Agent for the benefit of Lenders of the Pledged Stock pursuant to the terms of the Pledge Agreement, Agent, for the benefit of Lenders, shall possess a valid, first priority security interest in such Pledged Stock in accordance with Article 9 of the UCC; and (e) No person now having possession or control of any of the Collateral consisting of Inventory or Equipment has issued, in receipt therefor, a negotiable xxxx of lading, warehouse receipt or other document of title.

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) is the sole owner of and has good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of the Agent and except any Permitted Liens Liens, and (ii) has full right and power to grant to the Agent a security interest therein. All information furnished to the Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished.. AMENDED AND RESTATED TERM LOAN AGREEMENT Baldxxx Xxxno & Organ Company (b) No security agreement, financing statementUCC Financing Statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by Borrower in favor of Agent pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of the Agent, as of the Closing Date, a valid and continuing Lien lien on, and, subject to the Permitted Liens, and first security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. UCC Financing statements Statements have been duly prepared listing each Borrower, as a debtor, executed on behalf of Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsUCC Financing Statements. When such financing statements UCC Financing Statements are duly filed in the filing offices listed on Schedule 5.216.25(c), and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the UCC Financing Statements as can be perfected by filingfiling (other than Equipment affixed to real property so as to become fixtures), which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities Real Estate where any of the Equipment is located.located and as against any purchaser of such Real Estate and any present or future creditor obtaining a Lien on such real property; and

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) Loan Party is the sole owner of and has good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)Collateral, free from all Liens in favor of any Person other than those in favor of Agent Bank and except any Permitted Liens Liens, and (ii) has full right and power to grant to Agent Bank a security interest therein. All information furnished to Agent Bank concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by any Loan Party in favor of Agent Bank pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and and, when executed, the Security Documents are sufficient to Agreements, will create in favor of Agent, as of the Closing Date, Bank a valid and continuing Lien lien on, and, subject to the Permitted Liens, first security interest in, the types of the Loan Collateral in which a security interest may be created under Article 9 of the UCC. Financing statements have been or will be, within thirty (30) days following the execution hereof, duly prepared listing executed on behalf of each BorrowerLoan Party, as a debtorand, and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statements. When when such financing statements are duly filed in the filing offices listed on Schedule 5.21SCHEDULE 4.17, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, be prior to all other Liens in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries each Loan Party. (other than purchasers d) No Person now having possession or control of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities where any of the Collateral consisting of Inventory or Equipment is locatedhas issued, in receipt therefor, a negotiable bill xx lading, warehouse receipt or other document of title.

General Collateral Representation. Subject, in each case, to the liens of the Senior Lender: (a) Each Borrower and each Subsidiary of a Borrower (i) is The Borrowers are the sole owner owners of and has have good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens in favor of any Person Liens, other than those in favor of Agent the Permitted Liens, and except any Permitted Liens and (ii) has have full right and power to grant to Agent the Lender a security interest therein. All information which has been furnished to Agent the Lender concerning the Loan Collateral is was complete, accurate and correct in all material respects when furnished, and all information which may be furnished to the Lender in the future concerning the Collateral will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by Borrower in favor of Agent Senior Lender pursuant to the Senior Loan DocumentsAgreement, (ii) by Borrower in favor of the State of Ohio pursuant to the State of Ohio Debt, (iii) by Borrower in favor of Lender pursuant to this Agreement, or (iiiv) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of Agentthe Lender, as of the Closing Date, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first and security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. Financing statements Statements on Form UCC-1 have been duly prepared listing executed on behalf of each Borrower, as a debtor, Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsFinancing Statements under the UCC. When such financing statements Financing Statements are duly filed in the filing offices listed on Schedule 5.214.13 hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the Financing Statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of othersothers (except for Permitted Liens), enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities real estate where any of the Equipment is locatedlocated and as against any purchaser of such real property and any present or future creditor obtaining a Lien on such real estate. All action necessary to protect and perfect a security interest in each item of the Collateral has been or will be duly taken, or in the case of Equipment covered by certificates of title will be taken within ninety (90) days of the Closing Date. (d) Upon delivery to Lender and the filing with the U.S. Patent and Trademark Office of the Assignment of Trademarks and delivery to the Lender and the payment of the requisite filing fees, the Lender shall have a perfected security interest in the intellectual property listed on Schedule 4.8 and the other Collateral of a type described in such assignments, which perfected security interest will be prior to all other Liens in favor of others.

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) is Borrowers are the sole owner owners of and has have good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of the Agent and except any Permitted Liens Liens, and (ii) has full right and power to grant to the Agent a security interest therein. All information furnished to the Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statementUCC Financing Statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by any Borrower in favor of Agent pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted First Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of the Agent, as of the Closing Date, a valid and continuing Lien lien on, and, and first security interest in (subject to the Permitted First Liens, first security interest in), the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. UCC Financing statements Statements have been duly prepared listing executed on behalf of each Borrower, as a debtor, Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests (subject to the Bernardsville Lien) in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsUCC Financing Statements. When such financing statements UCC Financing Statements are duly filed in the filing offices listed on Schedule 5.215.21 hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the UCC Financing Statements as can be perfected by filingfiling (other than Equipment affixed to real property so as to become fixtures), which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens (except the Bernardsville Lien) in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any each Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities Real Estate where any of the Equipment is locatedlocated and as against any purchaser of such Real Estate and any present or future creditor obtaining a Lien on such real property. (d) Upon delivery to and possession by Agent of the Pledged Stock pursuant to the terms of the Pledge Agreement, Agent shall possess a valid, first priority security interest in such Pledged Stock in accordance with Article 9 of the UCC; and (e) No person now having possession or control of any of the Collateral consisting of Inventory or Equipment has issued, in receipt therefor, a negotiable xxxx of lading, warehouse receipt or other document of title.

General Collateral Representation. (a) Each With respect to the Collateral, at the time the Collateral becomes subject to the Bank's security interest, the Borrower is and each Subsidiary of a Borrower (i) is at all times will be the sole owner of and has have good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of Agent the Bank except Permitted Encumbrances, and except any Permitted Liens and (ii) has full right and power to grant to Agent the Bank a security interest therein. All information furnished to Agent the Bank concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished.; (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by such Borrower in favor of Agent Bank pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens.Encumbrances; (c) The provisions of this Agreement and the Security other Loan Documents are sufficient to create in favor of Agentconstitute, as of the Closing Datedate hereof, a valid and continuing Lien on, and, subject to the Permitted Liens, first lien on and first security interest in, in the types of the Loan Collateral in which a security interest may be created under Article 9 favor of the UCC. Financing statements have been duly prepared listing each BorrowerBank, as a debtor, and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statements. When such financing statements are duly filed in the filing offices listed on Schedule 5.21, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, be prior to all other Liens in favor of others and rights of others, others (except the Permitted Encumbrances) which are enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities real property where any of the Equipment is locatedlocated and as against any purchaser of such real property and any present or future creditor obtaining a Lien on such real property. All action necessary to protect and perfect such security interest in each item of the Collateral has been duly taken, provided that the Bank has filed the UCC financing statements in the offices listed on Schedule A hereto; and (d) No person now having possession or control of any of the Collateral consisting of Inventory or Equipment has issued, in receipt therefor, a negotiable bill xx lading, warehouse receipt or other document of title.

General Collateral Representation. Subject in each case, to the liens of the Senior Lender: (a) Each The Borrower and each Subsidiary of a Borrower (i) is the sole owner of and has good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens in favor of any Person Liens, other than those in favor of Agent the Permitted Liens, and except any Permitted Liens and (ii) has full right and power to grant to Agent the Lender a security interest therein. All information which has been furnished to Agent the Lender concerning the Loan Collateral is was complete, accurate and correct in all material respects when furnished, and all information which may be furnished to the Lender in the future concerning the Collateral will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by Borrower in favor of Agent Senior Lender pursuant to the Senior Loan DocumentsAgreement, (ii) by Borrower in favor of Lender pursuant to this Agreement, or (iiiii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of Agentthe Lender, as of the Closing Date, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first and security interest in, the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. Financing statements Statements on Form UCC-1 have been duly prepared listing each Borrower, as a debtor, executed on behalf of Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsFinancing Statements under the UCC. When such financing statements Financing Statements are duly filed in the filing offices listed on Schedule 5.214.14 hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the Financing Statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of othersothers (except for Permitted Liens), enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities real estate where any of the Equipment is locatedlocated and as against any purchaser of such real property and any present or future creditor obtaining a Lien on such real estate. All action necessary to protect and perfect a security interest in each item of the Collateral has been or will be duly taken, or in the case of Equipment covered by certificates of title will be taken within ninety (90) days of the Closing Date. (d) Upon delivery to Lender and the filing with the U.S. Patent and Trademark Office of the Assignment of Trademarks and delivery to the Lender and the payment of the requisite filing fees, the Lender shall have a perfected security interest in the intellectual property listed on Schedule 4.10 and the other Collateral of a type described in such assignments, which perfected security interest will be prior to all other Liens in favor of others. SUBORDINATED LOAN AND SECURITY AGREEMENT WR ACQUISITION, INC.

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) is the sole owner of and has good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)Collateral, free from all Liens in favor of any Person other than those in favor Agent, for the benefit of Agent Lenders, and except any Permitted Liens Liens, and (ii) has full right and power to grant to Agent a security interest therein. All information furnished to Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by any Borrower in favor of Agent Agent, for the benefit of Lenders, pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and and, when executed, the Security Documents are sufficient to Agreements, will create in favor of Agent, as for the benefit of the Closing DateLenders, a valid and continuing Lien lien on, and, subject to the Permitted Liens, first security interest in, the types of the Loan Collateral in which a security interest may be created under Article 9 of the UCC. Financing statements have been or will be, within thirty (30) days following the execution hereof, duly prepared listing executed on behalf of each Borrower, as a debtorand, and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statements. When when such financing statements are duly filed in the filing offices listed on Schedule 5.214.17, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements as can be perfected by filing, which perfected security interests will, subject to the Permitted Liens, be prior to all other Liens in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries each Borrower. (other than purchasers d) No Person now having possession or control of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities where any of the Collateral consisting of Inventory or Equipment is locatedincluded within the Collateral has issued, in receipt therefor, a negotiable xxxx of lading, warehouse receipt or other document of title. (e) The information concerning the master leases, facility leases, subleases and all other interests held in the Real Property Collateral by any Operator, as set forth in Schedule 4.17(e), truly and accurately sets forth the status of said master leases, facility leases, subleases and all other interests held in the Real Property Collateral by the Operators thereof, and the relationship between the Borrower owning such Real Property Collateral and the Operator thereof with respect thereto.

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) or the respective Subsidiary, as applicable, is the sole owner of and has good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of the Agent and except any Permitted Liens Liens, and (ii) has full right and power to grant to the Agent a security interest therein. All information furnished to the Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statementUCC Financing Statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by Borrower and its Subsidiaries in favor of Agent pursuant to this Agreement or the Loan Security Documents, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Subsidiary Security Documents Agreements are sufficient to create in favor of the Agent, as of the Closing Date, a valid and continuing Lien lien on, and, and first security interest in (subject to the Permitted Liens, first security interest in), the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. UCC Financing statements Statements have been duly prepared listing each Borrower, as a debtor, executed on behalf of Borrower and its Subsidiaries and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsUCC Financing Statements. When such financing statements UCC Financing Statements are duly filed in the filing offices listed set forth on Schedule 5.215.21 hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the UCC Financing Statements as can be perfected by filingfiling (other than Equipment affixed to real property so as to become fixtures), which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities Real Estate where any of the Equipment is locatedlocated and as against any purchaser of such Real Estate and any present or future creditor obtaining a Lien on such real property. (d) Upon delivery to and possession by Agent of the Pledged Stock pursuant to the terms of the Pledge Agreement, Agent shall possess a valid, first priority security interest in such Pledged Stock in accordance with Article 9 of the UCC; and (e) No person now having possession or control of any of the Collateral consisting of Inventory or Equipment has issued, in receipt therefor, a negotiable xxxx of lading, warehouse receipt or other document of title.

General Collateral Representation. (a) Each Borrower and each Subsidiary of a Borrower (i) is Borrowers are the sole owner owners of and has have good and marketable title to its Loan Collateral (exclusive of that Property for which it has only a leasehold estate)the Collateral, free from all Liens Liens, in favor of any Person other than those in favor of the Agent and except any Permitted Liens Liens, and (ii) has full right and power to grant to the Agent a security interest therein. All information furnished to the Agent concerning the Loan Collateral is and will be complete, accurate and correct in all material respects when furnished. (b) No security agreement, financing statementUCC Financing Statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Loan Collateral is on file or of record in any public office, except such as may have been filed (i) by any Borrower in favor of Agent pursuant to the Loan Documentsthis Agreement, or (ii) in respect of the items of Loan Collateral subject to the Permitted Liens. (c) The provisions of this Agreement and the Security Documents are sufficient to create in favor of the Agent, as of the Original Closing Date, a valid and continuing Lien lien on, and, and first security interest in (subject to the Permitted Liens, first security interest in), the types of the Loan Collateral hereunder in which a security interest may be created under Article 9 of the UCC. UCC Financing statements Statements have been duly prepared listing executed on behalf of each Borrower, as a debtor, Borrower and the description of such Loan Collateral set forth therein is sufficient to perfect first priority security interests (subject to the Bernardsville Lien) in such Loan Collateral in which a security interest may be perfected by the filing of financing statementsUCC Financing Statements. When such financing statements UCC Financing Statements are duly filed in the filing offices listed set forth on Schedule 5.215.21 hereto, and the requisite filing fees are paid, such filings will be sufficient to perfect security interests in such of the Loan Collateral described in such financing statements the UCC Financing Statements as can be perfected by filingfiling (other than Equipment affixed to real property so as to become fixtures), which perfected security interests will, subject to the Permitted Liens, will be prior to all other Liens (except the Bernardsville Lien) in favor of others and rights of others, enforceable as such as against creditors of and purchasers from any each Borrower and its Subsidiaries (other than purchasers of Inventory in the ordinary course) and as against any owner of the Borrower’s Facilities Real Estate where any of the Equipment is locatedlocated and as against any purchaser of such Real Estate and any present or future creditor obtaining a Lien on such real property. (d) Upon delivery to and possession by Agent of the Pledged Stock pursuant to the terms of the Pledge Agreement, Agent shall possess a valid, first priority security interest in such Pledged Stock in accordance with Article 9 of the UCC; and (e) No person now having possession or control of any of the Collateral consisting of Inventory or Equipment has issued, in receipt therefor, a negotiable xxxx of lading, warehouse receipt or other document of title.