Common use of General Representations and Warranties Clause in Contracts

General Representations and Warranties. Each Loan Party hereby jointly and severally represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) Such Lien Grantor has not performed any acts that would prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. Such Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the date hereof, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the date hereof (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations. (e) Such Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein with respect to such Lien Grantor is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof hereof. After the date hereof, the Collateral Agent or the Administrative Agent may obtain, at the applicable Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and on rights of others therein except Permitted Liens. With respect to such Lien Grantor and as its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the date Security Documents or is necessary for the validity or enforceability thereof or for the perfection of execution hereofthe Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) Each Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as though made on against its assignors and creditors of its assignors. (h) Each Lien Grantor’s Collateral is insured as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under required by the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as Agreement. (i) Parent provides Agent and Lenders with a copy of Any Inventory produced by any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Lien Grantor represents and warrants to Agent and Lenders that that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after Effective Date. After the Effective Date; provided that, Parent the Collateral Agent or the Administrative Agent may amend obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Bylaws after Perfection Certificate, showing the date hereof so long filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to Any Inventory produced by the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the execution, delivery and performance laws of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part its jurisdiction of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; organization. (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalSchedule 1 hereto lists, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereofIssue Date, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any all Pledged Securities owned by such proposed amendment at least five (5) Business Days prior to the effective date of such amendment Lien Grantor and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such amendment Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (c) Such Lien Grantor has, subject to Permitted Liens, good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not materially adverse to the interests material), free and clear of Agent or any Lender Lien other than Permitted Liens. (it being agreed that without limiting the foregoing, d) Such Lien Grantor has not performed any amendment acts that would otherwise cause an Event prevent the Collateral Agent from enforcing any of Default shall the provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be deemed materially adverse effective to perfect or record a Lien on such interests); Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to (i) Permitted Liens and (ii) Liens of lenders under the Company's credit facilities that are being terminated as of the Issue Date. After the Issue Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a holder of a Permitted Lien. (e) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Issue Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations of such Lien Grantor. (f) each Existing Default which Such Lien Grantor has occurred delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is continuing; correct and complete in all material respects as of the Issue Date with respect to the Original Lien Grantors. (g) Lenders When UCC financing statements describing the Collateral as set forth in such Lien Grantor's Perfection Certificate have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent been filed in the effectiveness of this Agreementoffices specified in such Perfection Certificate, and subject the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the compliance with extent that a security interest therein may be perfected by filing pursuant to the terms UCC, prior to all Liens and conditions rights of others therein except Permitted Liens. When, in addition to the Loan Documentsfiling of such UCC financing statements, the Intercreditor Agreement, applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Section 4(a) and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to7(a)), the right to accelerate the maturity Transaction Liens will constitute perfected security interests in all right, title and interest of the Obligations and such Lien Grantor in its Recordable Intellectual Property to the repossession extent that security interests therein may be perfected by such filings, prior to all Liens and sale rights of the Collateral; and others therein except Permitted Liens. Except for (i) the recitals filing of such UCC financing statements, (ii) such Intellectual Property Filings (including any future filings required pursuant to Sections 4(a) and 7(a)), (iii) filings required to record or perfect Liens on any Collateral subject to certificate title statutes and (vi) the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is required in this Agreement are true connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (h) Such Lien Grantor has taken, and correct will continue to take, all actions necessary under the UCC to perfect its interest in all respectsany Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (i) Such Lien Grantor's Collateral is insured as required by Section 4.05(b) ("Maintenance of Properties and Insurance") of the Indenture.

General Representations and Warranties. Each Loan Party hereby jointly In addition to and severally represents not in limitation of any of the representations and warranties of any Assignor made to the Collateral Agent or any Secured Party, each Assignor represents, warrants to Agent and Lenders that covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows: (a) the executionsuch Assignor has good and marketable title in fee simple to, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result a valid leasehold interest in, or require the creation a valid contractual agreement to use, all its material real property, and good title to, or imposition ofa valid leasehold interest in, any Lienor a valid contractual agreement to use, security interest or encumbrance on any of the properties all its other material property, and none of such Loan Party; property is subject to any Lien except for Permitted Liens; (b) this Agreement (together, with respect to the shares of capital stock of Foreign Subsidiaries, such other necessary or advisable pledge agreements or other security agreements or instruments properly executed, delivered, recorded and registered by the holder of such shares under all applicable foreign laws) creates security interests which are enforceable against such Assignor in all Collateral now owned and hereafter acquired by such Assignor and which are, upon filing of all appropriate financing statements, intellectual property filings, railcar filings and, with respect to shares of capital stock in Foreign Subsidiaries, any necessary filings in foreign jurisdictions contemplated hereby and the delivery of the Pledged Securities to the Collateral Agent in accordance with the terms hereof (other Loan Documents than with respect to the shares of capital stock of Foreign Subsidiaries which are not certificated), perfected security interests (other than in the Excluded Foreign or Transportation Assets); (c) such Assignor is the direct and sole legal and equitable owner of any and all Pledged Debt and Pledged Intercompany Notes indicated on Schedule B as being owned by it. Such Assignor has good and marketable title to such Pledged Debt and has all requisite rights, power, and authority to pledge and deliver such Pledged Debt to the Collateral Agent pursuant hereto. Such Pledged Debt is free and clear of all Liens, other than Permitted Liens. Such Assignor has not amended any term of or waived any rights under the Pledged Intercompany Notes held by it. The pledge, assignment and delivery of the Pledged Intercompany Notes to or on behalf of the Collateral Agent pursuant to this Agreement creates a valid, continuing, perfected Lien on such Pledged Intercompany Notes in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, subject only to Section 1.2; and (d) such Assignor is the record and beneficial owner of each share of the Pledged Stock indicated on Schedule C as being owned by it and such Pledged Stock represents the percentage (on a fully diluted basis) of the issued and outstanding capital stock of its issuer as set forth on Schedule C. All of such shares of the Pledged Stock are duly authorized, validly issued, fully paid and non-assessable (or, with respect to the Foreign Subsidiaries, to the extent such concepts are applicable under the laws under which such Subsidiaries are organized). Such Assignor has good and marketable title to such Pledged Stock and has all requisite rights, power, and authority to pledge and deliver such Pledged Stock to the Collateral Agent pursuant hereto (or, with respect to the shares of capital stock of any Foreign Subsidiaries that are not certificated, to execute, deliver, record and register any and all pledges or charges on such shares which are necessary or advisable to create a first priority perfected security interest in such shares). Such Pledged Stock is free and clear of all Liens, options, warrants, puts, calls, or other rights of third persons, other than Permitted Liens. The pledge, assignment and delivery of such Pledged Stock to or on behalf of the Collateral Agent pursuant to this Agreement creates valid, continuing, perfected Liens on such Pledged Stock in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, subject only to Section 1.2. Each Assignor indicated on Schedule C as owning shares in a Foreign Subsidiary has executed and delivered and will promptly following the date hereof record and register, any and all pledges, charges and other instruments necessary to create valid, continuing, perfected Liens (or the equivalent rights under the applicable laws of the relevant foreign jurisdictions) on such Pledged Stock in connection herewith have been duly executed favor of the Collateral Agent, for the benefit of the Collateral Agent and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective termsSecured Parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsSection 1.2.

General Representations and Warranties. Each Loan Party hereby jointly and severally Company represents and warrants to Collateral Agent and Lenders the Investors purchasing Notes on or after the Effective Date that (a) Company is the executionowner of the Collateral (or, delivery in the case of after-acquired Collateral, at the time Company acquires rights in the Collateral, will be the owner thereof) and performance that no other Person has (or, in the case of this Agreement and after-acquired Collateral, at the time Company acquires rights therein, will have) any other Loan Documents executed and delivered in connection herewith have been duly authorized right, title, claim or interest (by all requisite organizational action on the part way of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule Lien or regulation or court or administrative decree or order binding on or affecting such Loan Party or result otherwise) in, against or require to the creation or imposition ofCollateral, any Lien, security interest or encumbrance on any of the properties of such Loan Partyother than Permitted Liens; and (b) this Agreement upon the filing of UCC-1 financing statements (“Financing Statement”) with the Secretaries of State of the State of California and the State of Delaware, Collateral Agent has (or in the case of after-acquired Collateral, at the time Company acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing, except for Permitted Liens and any other Loan Documents executed and delivered Liens in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence favor of the Existing Defaults, Convertible Debt Lenders. The filing of the representations Financing Statement’s as described above shall perfect Collateral Agent’s Lien on the Company’s issued patents and warranties contained the Company’s registered trademarks. Company hereby advises Collateral Agent that a bona fide purchaser for value who has recorded an assignment with the United States Patent and Trademark Office (“USPTO”) may defeat the earlier security interest of a secured party in an issued patent or a registered trademark that only files a UCC-1 in the Credit Agreement appropriate offices and other Loan Document are true that does not record such Lien with the USPTO. Company hereby advises Collateral agent that a security interest in money and correct on a security interest in a deposit account may only be perfected by control, and as not by the filing of a Financing Statement. The filing of the date hereof Financing Statements as provided above will perfect Collateral Agent’s security interests in the stock and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the membership interests of Agent or RBT’s subsidiaries organized in any Lender (it being agreed that without limiting State in the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsUnited States.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that that: (a) Such Grantor (a) is duly organized or formed, as the executioncase may be, delivery validly existing and performance in good standing under the laws of this Agreement the jurisdiction of its organization or formation, (b) has the requisite power and authority to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Applicable Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) With respect to each Original Grantor, Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates of such Grantor owned by such Grantor as of the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded Equity Interests and Securities evidencing Equity Interests in Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens, (ii) any Liens permitted by the Term Loan Facility and any other Loan Documents executed Permitted First Lien Debt; and delivered (iii) any liens imposed by law. All shares of capital stock included in connection herewith such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (f) Such Grantor has good and will marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not violate material), free and clear of any Lien other than Permitted Collateral Liens. (g) Such Grantor has not performed any acts that are reasonably likely to prevent the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Closing Date, no Collateral owned by such Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Collateral Lien. (h) The Transaction Liens on all Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Closing Date (bor, if such Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Obligations, including the Obligations under its Secured Guarantee, as the case may be. (i) Such Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing DefaultsAgent. With respect to each Original Grantor, the representations information set forth therein is correct and warranties contained complete, in the Credit Agreement and other Loan Document are true and correct on and all material respects, as of the date hereof Closing Date. (j) When UCC financing statements describing the Collateral as “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and on rights of others therein except Permitted Collateral Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and as 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the date Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of execution hereofdeposit accounts) or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. Notwithstanding anything herein to the contrary, no Grantor shall take any action to perfect any security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America. (k) Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as though made on against its assignors and as creditors of each such dateits assignors, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents with respect to actions not required to be taken until a specified period after the Effective Closing Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is a corporation1 duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Except as set forth on the Perfection Certificate of such Lien Grantor, all Pledged Equity Interests owned by such Lien Grantor are owned by it free and delivered clear of any Lien other than (i) the Transaction Liens and (ii) any tax liens, judgment liens and other Permitted Liens. All shares of capital stock included in connection herewith such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Note Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Except as set forth on the Perfection Certificate of such Loan PartyLien Grantor, contravene such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (e) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Collateral Representative from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Representative in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (f) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor's Secured Guarantee, as the case may be. (g) Such Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Representative. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents Effective Date. Within 60 days after the Effective Date; provided that, Parent such Lien Grantor will furnish to the Collateral Representative a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on its Collateral. (h) When UCC financing statements describing the Collateral as set forth in Schedule 1 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as UCC, prior to all Liens and rights of others therein except Permitted Liens. (i) Parent provides Agent Such Lien Grantor has taken, and Lenders with a copy will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (j) Such Lien Grantor's Collateral is insured as required by the Note Purchase Agreement. (k) All of such amendment is not materially adverse to the interests of Agent Lien Grantor's Inventory has or any Lender (it being agreed that without limiting the foregoingwill have been produced in compliance, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementin all material respects, and subject to the compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party Borrower hereby jointly and severally represents and warrants to Agent and Lenders that the Lender that: (a) The correct corporate name of Borrower is set forth in the first paragraph of this Agreement. The Borrower currently conducts business under its correct legal name as set forth in the first paragraph of this Agreement. Except as set forth in Exhibit B attached hereto, Borrower has not changed its corporate name or used any trade or fictitious name in the last (5) five years. The locations listed on Exhibit C constitute all locations at which Borrower’s Inventory and/or Equipment is located and Borrower has exclusive possession and/or control of its Equipment and Inventory. The chief place of business and chief executive office of the Borrower is located at the Borrower’s address specified above in the first paragraph of this Agreement. All records concerning Borrower’s Accounts, General Intangibles and all originals of all chattel paper which evidence any Account or General Intangible of Borrower are located at the Borrower’s address set forth in the first paragraph of this Agreement, and none of the Borrower’s Accounts or General Intangibles is evidenced by a promissory note or other instrument except for such notes and other instruments delivered to Lender; and (b) The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois, and is qualified or licensed to do business in all other countries, states and provinces in which the laws thereof require Borrower to be so qualified and/or licensed; and (c) The Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and all other Loan Documents; and (d) The execution, delivery and performance by Borrower of this Agreement and any all other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational necessary corporate action on the part of such Loan Party and will not violate the constituent organizational documents any provision of such Loan Partylaw or Borrower’s articles of incorporation or bylaws, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result inin the breach of or constitute a default or require any consent under, or require result in the creation of any lien, charge, or imposition of, encumbrance upon any Lien, property or assets of Borrower (except the security interest or encumbrance on any of the properties Lender) pursuant to any indenture or other agreement or instrument to which Borrower is a party or by which Borrower or its property may be bound or affected; and (e) This Agreement is, and each of such Loan Party; (b) this Agreement and any the other Loan Documents executed and delivered in connection herewith have been duly when executed and delivered by each Loan Party and are Borrower under this Agreement will be, the legal, valid and binding obligation obligations of each Loan Party, Borrower enforceable against Borrower in accordance with their respective terms; and (f) The Borrower is the sole lawful owner of the Collateral and has the sole right and lawful authority to deliver this Agreement. The Collateral and every part thereof is, subject and will hereafter remain, free and clear of all security interests, liens, attachments, levies, and encumbrances of every kind, nature and description, except the security interest of the Lender and Permitted Liens. Borrower will warrant and defend the Collateral against any claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Lender; and (g) No financing statement covering the Collateral or any part thereof, is on file in any public office (other than financing statements in favor of Lender and the financing statement evidencing Seller’s subordinate security interest in the Collateral). The security interest in the Collateral granted by Borrower to Lender is valid and enforceable and constitutes a first priority security interest therein. The security interest in the Leased Equipment and Equipment Lease granted by Seller to Lender is valid and enforceable and constitutes a first priority security interest therein. The security interest in the Pledged Stock granted by the Guarantors to Lender is valid and enforceable and constitute a second priority security interest therein (behind the first priority security interest of Seller therein); and (h) No authorization, approval or other action by, and no notice to or filing with, any governmental authority that have not already been taken or made and which are in full force and effect, is required (i) for the grant by the Borrower of the security interest in the Collateral granted hereby; (ii) the execution, delivery or performance of this Agreement by the Borrower; or (iii) for the exercise by the Lender of its rights or remedies hereunder; and (i) Borrower’s use of the proceeds of any advances and readvances by Lender made by Lender to Borrower pursuant to this Agreement are, and will continue to be, legal and proper corporate uses (duly authorized by its Board of Directors, if necessary pursuant to applicable bankruptcycorporate law, insolvencyrule or regulation) and such uses are consistent with all applicable laws and statutes, reorganizationas in effect as of the date hereof; and (j) The balance sheets and statements of income and retained earnings of Borrower, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject heretofore furnished to the existence Lender, and all accompanying financial information heretofore furnished to the Lender, are complete and correct in all material respects and fairly represent the financial condition of Borrower as at the dates of said financial statements and the results of its operations for the periods ending on said dates. Borrower has no material contingent obligations, liabilities for taxes, long-term leases, or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheets or the notes thereto; and at the present time there are no material unrealized or anticipated losses from current operations. Said financial statements were prepared in accordance with GAAP; and (k) Prior to the closing of the Existing DefaultsLoans, there has been no material change in the financial condition of Borrower or any Guarantor from that set forth in the Borrower’s most recent financial statement, and, to the best of Borrower’s knowledge, the representations financial statements of Guarantors, and warranties the financial information contained in the Credit Agreement and other Loan Document are therein was true and correct on the date the statements were issued and there has been no material adverse changes as of the closing date hereof and on and as of the date of execution hereofLoans; and (1) There are no suits or proceedings pending, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date knowledge of such amendment and (ii) such amendment is not materially Borrower threatened against or affecting Borrower which, if adversely determined, would have an adverse effect on the financial condition or business of Borrower or its ability to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (perform its obligations under this Agreement or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the other Loan Documents, and there are no proceedings by or before any court, governmental commission, board, bureau, or other administrative agency pending or, to the Intercreditor Agreementknowledge of Borrower, threatened against Borrower; and (m) Borrower has filed all federal, state and applicable law, Agent and Lenders are entitled local tax returns required to exercise immediately their respective rights and remedies under the Loan Documents, be filed by it (including, but not limited to, the right income and payroll tax returns) and other reports, which Borrower is required by law, rule or regulation to accelerate the maturity file, and all Charges that are due and payable have been paid; and (n) Now and after consummation of the Obligations Loans, Borrower has and shall have capital sufficient to carry on its business and transactions and all businesses and transactions in which it is about to engage and is now and shall be solvent and able to pay its debts as they mature, and Borrower now owns and shall own property the repossession fair salable value of which is and shall be greater than the amount required to pay Borrower’s debts. For the purposes of this subsection, the term “fair salable value” shall mean the amount that would be agreed upon between a willing buyer and a willing seller under no compulsion to make the sale, in the sale of the assets and business of the Borrower as a going concern; and (o) Borrower is in compliance with all other statutes, ordinances, governmental rules and regulations to which it is subject, and has not and shall not fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain would adversely affect the business, prospects, profits, properties, condition (financial or otherwise) of the Borrower, or the security interest, liens, or rights of the Lender in the Collateral; and (p) To the best of its knowledge, Borrower has duly complied with, and its businesses, operations, assets, Equipment, property, leaseholds, or other facilities are in compliance with, the provisions of all applicable federal, state, and local environmental, health, and safety laws, codes and ordinances; and (iq) To the recitals in best of its knowledge, Borrower’s present uses of the Real Property comply with all federal, state and local environmental laws, and regulations; and Borrower has never received any notice of any violations of environmental laws, rules or regulations and no actions have been commenced or threatened for noncompliance. The Borrower shall immediately provide the Lender with any notice received by the Borrower pertaining to any violations of environmental laws, rules or regulations; and (r) Neither the business nor the properties of Borrower are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), materially and adversely affecting such business or properties or the operation of the Borrower; and (s) The Borrower is not a party to any indenture, loan or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate restriction which could have a material adverse effect on the business, properties, assets, operations, or conditions, financial or otherwise, of the Borrower, or the ability of the Borrower to carry out its obligations under this Agreement are true and correct the other Loan Documents. The Borrower is not in default in any material respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument (material to its business) to which it is a party. The Borrower has disclosed to the Lender in writing all respectsfacts which might materially and adversely affect the business, credit, operations, financial condition or prospects of the Borrower or any Subsidiary or which might materially and adversely affect any material portion of the Borrower’s properties, or the Borrower’s ability to perform its obligations under this Agreement or the other Loan Documents; and (t) The Borrower has satisfied all judgments and is not in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign; and (u) To the best of its knowledge, the Borrower has not used Hazardous Materials on or affecting the Real Property in any manner which violates federal, state or local laws, ordinances, statutes, rules, regulations or judgments governing the use, storage, treatment, handling, manufacture, transportation, or disposal of Hazardous Materials (“Environmental Laws”), and that, to the best of Borrower’s knowledge, no prior owner of the Real Property or any current or prior occupant has used Hazardous Materials on or affecting the Real Property in any manner which violates Environmental Laws. The Borrower covenants and agrees that neither it nor any occupant shall use, introduce or maintain Hazardous Materials on the Real Property in any manner unless done in strict compliance with all Environmental Laws.

General Representations and Warranties. Each Loan Credit Party hereby jointly and severally represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Agreement and any other Loan Transaction Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Credit Party and will not violate the constituent organizational documents of such Loan Credit Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Credit Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Credit Party; (b) this Agreement and any other Loan Transaction Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Credit Party and are the legal, valid and binding obligation of each Loan Credit Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Financing Agreement and other Loan Transaction Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Financing Agreement has occurred and is continuing; (e) no Loan Credit Party has amended its constituent organizational documents after as of the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans loans or to extend any other financial accommodations to Loan Credit Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, Transaction Documents and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Transaction Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and delivered Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in connection herewith respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents) which restricts in any manner the rights of such Loan Partyany present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, contravene in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (f) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (g) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Closing Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and delivered in connection herewith (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (h) When the relevant Mortgages have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaultsdelivered, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct Transaction Liens on and all Real Property Collateral owned by such Lien Grantor as of the date hereof Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the date Closing Date. (j) When UCC financing statements describing the Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of execution hereofothers therein except Permitted Liens. When, as though in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made on with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and as 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of each such dateLien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except in cases where the representation and warranty specifically references an earlier date; (d) except Permitted Liens. Except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date filing of such amendment and UCC financing statements, (ii) such amendment is not materially adverse Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Pledged leasehold interests and (iv) the due recordation of Agent the Mortgages, no registration, recordation or filing with any Lender governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (fk) each Existing Default which Such Lien Grantor has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtaken, and subject will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (l) Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (m) All of such Lien Grantor’s Inventory has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party The Company hereby jointly makes, and severally represents on each purchase date and warrants Settlement Date shall be deemed to make, the following representations and warranties for the benefit of the Administrative Agent and Lenders that each Bank as of the Closing Date and each subsequent purchase date and Settlement Date with reference to the facts and circumstances then existing (with the understanding that, with respect to any such representation or warranty which relates to any Purchased Receivable, such representations and warranties are deemed to have been made by the Company only as of the date of the purchase of such Purchased Receivable by the Banks): (a) It is duly organized and validly existing and registered under the executionlaws of its jurisdiction of organization and has the full right, delivery power and performance authority to own its property and assets and carry on its business as it is now being conducted, to enter into the Transaction Documents, to perform and observe all of the matters and things provided for therein, including the sale to the Banks of the Purchased Receivables and it has taken all necessary steps to duly authorize the execution of this Agreement and any the other Loan Transaction Documents executed and delivered in connection herewith have the transactions contemplated hereby. (b) This Agreement and each other Transaction Document has been duly authorized by all requisite organizational action on the part of such Loan Party Company and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party the proper officer(s) of the Company and are constitutes or, as the case may be, will, when made, constitute its legal, valid and binding obligation of each Loan Party, obligations enforceable against the Company in accordance with their respective its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general principles of equity; equitable principles. (c) subject The Company is the legal and beneficial owner of each Purchased Receivable sold by it. (d) Each Purchased Receivable is generated from a sale to an Approved Debtor and shall be freely assignable and shall constitute amounts due and payable by the Debtor on the relevant Maturity Date (which shall not exceed 120 days from the earliest of (i) the date of sale or (ii) dispatch of the goods by the Company) and each Contract, Purchased Receivable and Invoice complies in all material respects with all applicable Laws. (e) The making and performance of this Agreement and each Transaction Document and the transactions contemplated hereby will not (as to the existence knowledge of any Responsible Officer of the Existing DefaultsCompany as to (i)) violate any provision of (i) any law, regulation, order or decree of any governmental authority, agency or court, except to the representations extent such violation could not reasonably be expected to have a Material Adverse Effect, (ii) its organizational documents or (iii) any agreement, mortgage, indenture or other agreement to which it is a party or affecting the Company or any of its assets or properties, except to the extent such violation could not reasonably be expected to have a Material Adverse Effect, nor will such making and warranties contained performance with or without the passage of time or the giving of notice or other conditions, constitute an event of default or termination event (howsoever described) under any of the foregoing which could reasonably be expected to have a Material Adverse Effect or result in the Credit Agreement creation, imposition or enforceability of any Encumbrance over any of its assets, except in favor of the Banks or the Administrative Agent for the benefit of the Banks. (f) Each Invoice as issued in respect of each Purchased Receivable sold by it was properly issued in accordance with the Contract and other Loan Document are true evidences that the amount specified in such Invoice will be due and correct payable to the Company on and as of the purchase date hereof without the need for any other action, delivery of goods or performance of services by the Company with respect to the Original Amount set forth in such Invoice. (g) Each Contract and on Receivable was originated in the ordinary course of the Company’s business and in accordance with the Company’s credit and collection policy. (h) The Company has performed all of its material obligations under the Contract relating to Purchased Receivables and in particular and without limitation it has delivered all goods and services as are due and required under such Contract with respect to the face amount set forth in such Invoice. (i) The obligations of the Debtor in respect of each Purchased Receivable have not, as of the date of execution hereofthe Banks’ purchase thereof, been prepaid in whole or in part. (j) As of the date of the sale of such Receivable to the Banks, the goods supplied under the Contract giving rise thereto are not subject to any retention of title or equivalent clauses exercisable by the Company or, to the knowledge of any Responsible Officer of the Company, any third parties, which may adversely affect the interests of the Banks or the Administrative Agent and at the time of sale by the Company to the Banks, no Purchased Receivable is subject to a volume or other discount (except to the extent that any Trade Credit Amount has already been taken into account in determining the Funded Amount of the Purchased Receivable as set forth in the Portfolio Report) or subject to any claim by, or dispute with, the Debtor. (k) As of the date of the sale of such Receivable to the Banks, each applicable Contract giving rise thereto is in full force and effect, and the Company is not in breach thereof or in default thereunder in a manner that would result in the Debtor being entitled to exercise any set off rights or counterclaim or to withhold, extend or delay payment on any Purchased Receivable; and, as though made on and as of each such date, except there are no disputes, offsets, counterclaims or defenses of the Debtor known to the Company with respect to any Purchased Receivable (if any Purchased Receivable is more than 60 days past due, other than as a result of a Debtor’s Financial Inability to Pay, it shall be presumed that the Debtor has asserted a contractual claim or dispute). (l) Under the laws of or applicable to the jurisdiction of its organization in cases where force as at the representation date hereof, the claims of the Banks or the Administrative Agent against the Company in relation to each Purchased Receivable will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application. (m) Assuming that each Bank complies with its obligation to deliver IRS forms pursuant to Section 7.2.5, under the Code, the Company will not be required to make any deduction or withholding from any payment it makes to the Banks or the Administrative Agent in respect of any Purchased Receivable or the Contract giving rise thereto, and warranty specifically references an earlier date; the Company has all consents and licenses necessary to perform its obligations thereunder. (dn) except As of the date of the sale of such Purchased Receivable to the Banks, neither the Company nor, to the actual knowledge of any Responsible Officer of the Company, any Approved Debtor, is unable to pay its debts as such debts become due or has admitted in writing its inability to pay its debts generally nor has any insolvency or bankruptcy event occurred with respect to the Company or such Debtor, nor is the Debtor past due under any payment obligation to the Company with respect to any related Purchased Receivable nor has the Debtor rescheduled or extended the Maturity Date of any such Purchased Receivable. (o) The transactions contemplated by this Agreement are being consummated by the Company in order to raise capital to carry out the Company’s ordinary business, with no contemplation of being or becoming unable to pay its debts as they become due and with no intent to hinder, delay or defraud any of its present or future creditors. By virtue of the Company’s right to receive any payment of the Purchase Price for each Purchased Receivable as provided in Section 4 hereof, the Company has received reasonably equivalent value for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Purchased Receivables sold by it. (ep) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after On the date hereof so long as of the sale of each Purchased Receivable to the Banks, the Banks shall acquire a valid ownership interest or (through the Administrative Agent for the benefit of the Banks) a first priority security interest in each Purchased Receivable (which security interest will be perfected) free and clear of any Adverse Claim, and without any need on the part of the Company or the Administrative Agent or any Bank to (i) Parent provides Agent and Lenders with a copy notify the applicable Debtor or (ii) other than the UCC financing statements required to be filed hereunder, file, register or record any Transaction Document or the sale of such Receivable under the Laws applicable to the Company; and, upon transfer of ownership of, or the grant of such security interest in, such Purchased Receivable from the Company to the Banks, no financing statement or other similar instrument or other filing or recordation covering any such proposed amendment at least five (5) Business Days prior Purchased Receivable or any interest therein, is on file in any recording office except such as may be filed pursuant to this Agreement or except as to which a release or disclaimer in form satisfactory to the effective date Administrative Agent has been provided, or as to which the Administrative Agent has consented. (q) The Company’s jurisdiction of organization and “location” for purposes of the UCC, or other relevant local law, is the State of Ohio (or such amendment other location, notified to the Administrative Agent in accordance with Section 11.1(l)). Except as described in Schedule 3, (i) the Company has no trade names, fictitious names, assumed names or “doing business as” names and (ii) such amendment is the Company has not materially adverse changed its jurisdiction of organization or location or its name, identity or corporate structure within the four months prior to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness date of this Agreement, and subject . The Company’s federal taxpayer identification number or other registration number is as set forth in Schedule 3. (r) All written information provided by the Company to the compliance Administrative Agent and the Banks with respect to the terms Purchased Receivables (including without limitation information relating to the applicable Debtor’s past payment history and conditions the Company’s commercial relationship with such Debtor) taken as a whole, is true and accurate in all material respects as of the Loan Documents, date supplied and no written information has been given or withheld that would result in the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled written information provided being untrue or misleading in any material respect. (s) The representations made or deemed to exercise immediately their respective rights and remedies under be made by the Loan Documents, including, but not limited to, the right to accelerate the maturity Company in each Transaction Document were correct in all material respects as of the Obligations date made (except for those representations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement warranties that are true and conditioned by materiality, which shall have been correct in all respects). (t) With respect to the Company’s obligations hereunder, no consent, license, authorization, registration, legalization, notification to, declaration with, approval or permit of, any governmental authority, agency or instrumentality (including any central banking or other monetary authority) is required by the Company in connection with its execution, delivery and performance, and the validity or enforceability of the Company’s obligations under the Transaction Documents, the Company’s sale of the Purchased Receivables, or the transactions contemplated thereby, other than those that have been made or obtained and are in full force and effect and any filings to be made with the United States Securities and Exchange Commission in connection with the transactions contemplated by this Agreement. (u) The obligation of the Company to remit payments received from the Debtors on the Purchased Receivables in Dollars to the Banks in the United States, either directly or through the Blocked Accounts as designated by the Administrative Agent, is legally valid under the laws applicable to the Company and no foreign exchange registrations or approvals are necessary to effectuate such Dollar payments.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Grantor represents and warrants to Agent and Lenders that as follows: (a) It has the unqualified right to enter into this Agreement and to perform its terms and to grant all the rights, titles and interests granted herein. (b) No authorization, consent, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any individuals, corporations or other entities ("Persons") is required either (i) for the grant by the Grantor of the Security Interests granted hereby (excluding such licenses which, by their terms, required the consent of the licensor to assign the license but as to which the Grantor represents and warrants such consent has been made in writing, copies of which have been delivered to the Secured Parties) or for the execution, delivery and or performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result inGrantor, or require (ii) for the creation perfection of or imposition ofthe exercise by the Secured Parties, any Lienof their rights and remedies hereunder, security interest except for the filing of this Agreement with the Patent and Trademark Office, the Copyright Office and the filings required by the Uniform Commercial Code or encumbrance on any the British Columbia Personal Property Security Act of the properties State or province, respectively, in which the Grantor maintains its chief executive office, and except to the extent that the exercise of such Loan Party; (b) this Agreement rights and remedies may be limited by any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws similar law affecting creditors’ ' rights generally and subject to or by general principles of equity; . (c) subject The execution, delivery and performance by the Grantor of this Agreement does not and will not contravene any contractual restriction binding on or affecting the Grantor or any of its properties that has a reasonable likelihood of having a Material Adverse Effect. (d) This Agreement has been duly executed and delivered by the Grantor and is a legal, valid and binding obligation of the Grantor enforceable against the Grantor in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equity principles. (e) To the best of the Grantor's knowledge, the Collateral does not infringe any rights owned or possessed by any third party. (f) To the best of the Grantor's knowledge, there are no claims, judgments or settlements to be paid by the Grantor or pending claims or litigation relating to the existence of the Existing DefaultsCollateral. (g) Set forth on Schedule IV is a list, the representations which is complete and warranties contained accurate in the Credit Agreement and other Loan Document are true and correct on and all material respects as of the date hereof and on and as hereof, of Licenses of the Grantor necessary for the conduct of its business as currently conducted or used in the selling or marketing of the Grantor's products, including the expiration date of execution hereofsuch Licenses. (h) Each License of the Grantor identified on Schedule IV is validly subsisting and has not been adjudged invalid or unenforceable, as though made on in whole or in part, and as is, to the Grantor's knowledge, valid and enforceable. No action or proceeding is pending or, to the Grantor's knowledge, threatened seeking to limit, cancel or question the validity of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as Collateral. (i) Parent provides Agent and Lenders The Grantor's products have been marked as required by statute with a copy respect to the Collateral. (j) The actions contemplated under or in connection with the Transaction Documents will not impair the legal right of the Grantor to use any such proposed amendment at least five of the Collateral. (5k) Business Days Except as disclosed to the Secured Parties in writing prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, the Grantor has no knowledge of the existence of any right under any patent, trademark, license agreement, trade name, trade secret, know-how, confidential research, development and subject commercial information, or other proprietary information held by any other Person that would preclude the Grantor from publishing, distributing, marketing, selling, or using any product currently made by it, being made for it or sold or used by it, imported by it or exported by it, as the case may be, or to use any processes currently used by it (except, in each case, to the compliance extent that the Grantor has granted an exclusive license to another Person), or materially interfere with the terms and conditions ability of the Loan Documents, the Intercreditor AgreementGrantor to carry on its business as currently carried on, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity Grantor has no knowledge of the Obligations and any claim to the repossession contrary that is likely to be made. (l) The Grantor has used consistent standards of quality in manufacturing, distribution and sale marketing of the Collateral; each product sold and (i) the recitals in this Agreement are true and correct in all respectsprovision of each service provided under any Trademark.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that that: (a) Such Grantor (a) is duly organized or formed, as the executioncase may be, delivery validly existing and performance in good standing under the laws of this Agreement the jurisdiction of its organization or formation, (b) has the requisite power and authority to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Applicable Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) With respect to each Original Grantor, Schedule 1 lists all Equity Interests owned by such Grantor as of the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded Equity Interests and delivered Securities evidencing Equity Interests in connection herewith Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens and (ii) any liens imposed by law. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (f) Such Grantor has good and will marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not violate material), free and clear of any Lien other than Permitted Collateral Liens. (g) Such Grantor has not performed any acts that are reasonably likely to prevent the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Closing Date, no Collateral owned by such Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Collateral Lien. (h) The Transaction Liens on all Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Closing Date (bor, if such Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Obligations, including the Obligations under its Secured Guarantee, as the case may be. (i) Such Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing DefaultsAgent. With respect to each Original Grantor, the representations information set forth therein is correct and warranties contained complete, in the Credit Agreement and other Loan Document are true and correct on and all material respects, as of the date hereof Closing Date. (j) When UCC financing statements describing the Collateral as “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and on rights of others therein except Permitted Collateral Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and as 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the date Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of execution hereofdeposit accounts) or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. Notwithstanding anything herein to the contrary, no Grantor shall take any action to perfect any security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America. (k) Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as though made on against its assignors and as creditors of each such dateits assignors, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents with respect to actions not required to be taken until a specified period after the Effective Closing Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the ARCA Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Schedule 2 lists, as of the ARCA Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and delivered Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in connection herewith respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) other Liens permitted under Section 6.01(b) or Section 6.01(n) of the Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational Loan Documents, the Term Loan Documents and the documents governing Indebtedness that is secured by a Lien on such Pledged Equity Interests that is permitted under Section 6.01(b) or Section 6.01(n) of such Loan Partythe Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, contravene in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (f) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the ARCA Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (g) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the ARCA Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and delivered in connection herewith (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (h) When the relevant Mortgages have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaultsdelivered, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct Transaction Liens on and all Real Property Collateral owned by such Lien Grantor as of the date hereof ARCA Effective Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the ARCA Effective Date; provided that. (j) When UCC financing statements describing the Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a security interest therein may amend be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections ‎4(a) and ‎6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Bylaws after Recordable Intellectual Property to the date hereof so long as extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date filing of such amendment and UCC financing statements, (ii) such amendment is not materially adverse Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Pledged leasehold interests and (iv) the due recordation of Agent the Mortgages, no registration, recordation or filing with any Lender governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (fk) each Existing Default which Such Lien Grantor has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtaken, and subject will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection of) its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (l) Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (m) All of such Lien Grantor’s Inventory has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Borrower represents and warrants to Agent and Lenders that that: (a) It has good and marketable title to all its Collateral, free and clear of any Lien other than Permitted Liens. (b) It has not performed any acts that would reasonably be likely to prevent the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Credit Documents or that would limit the Administrative Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral. After the Closing Date, no Collateral owned by the Borrower will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; than a Permitted Lien. (c) subject The Transaction Liens on all Collateral owned by the Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (d) It has delivered a Perfection Certificate to the existence of the Existing Defaults, the representations Administrative Agent. The information set forth therein is correct and warranties contained complete in the Credit Agreement and other Loan Document are true and correct on and all material respects as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Closing Date. (e) no Loan Party has amended its constituent organizational documents after When UCC financing statements describing the Effective Date; provided thatCollateral as “all personal property” or “all assets” have been filed in the offices specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Collateral owned by the Borrower to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days UCC, prior to all Liens and rights of others therein. Except for the effective date filing of such amendment and (ii) such amendment UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Collateral Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Borrower represents and warrants as follows: 7.1 It (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to Agent so qualify or be licensed, except where the failure to so qualify or be licensed could not have a Material Adverse Effect, and Lenders that (aiii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrower has been validly issued and is fully paid and nonassessable. 7.2 Set forth on Schedule 7.2 hereto is a complete and accurate list of all Subsidiaries of the Borrower after giving effect to the Acquisition, showing (as to each such Sub- sidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number outstanding and the percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights. All of the outstanding capital stock of each such Subsidiary has been validly issued and is fully paid and nonassessable and all of the shares of such Capital Stock owned by the Borrower and/or one or more of its Subsidiaries specified on Schedule 7.2 are owned free and clear of all Liens. Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed could not have a Material Adverse Effect, and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. 7.3 The execution, delivery and performance by the Borrower of this Agreement and any each other Loan Documents executed Document to which it is or is to be a party, and delivered in connection herewith the consummation of the Acquisition and the other transactions contemplated hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all requisite organizational action on necessary corporate action, and do not (i) contravene the part Borrower's charter or bylaws, (ii) violate any law (including, without limitation, the Securities Exchange Act of such Loan Party and will not violate 1934), rule, regulation (including, without limitation, Regulation X of the constituent organizational documents Board of such Loan PartyGovernors of the Federal Reserve System), contravene any contractual restrictionorder, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any lawcontract, rule loan agreement, indenture, mortgage, deed of trust, lease or regulation or court or administrative decree or order other instrument binding on or affecting such Loan Party the Borrower, any of its Subsidiaries or any of their properties or (iv) result in, in or require the creation or imposition of, of any Lien, security interest Lien upon or encumbrance on with respect to any of the properties of the Borrower or any of its Subsidiaries. Neither the Borrower nor any of its Subsidiaries is in violation of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such Loan Party; contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument referred to in the immediately preceding sentence, the violation or breach of which could have a Material Adverse Effect. 7.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party, except for those that have been made or obtained, is required for (bi) the due execution, delivery, recordation, filing or performance by the Borrower of this Agreement and or any other Loan Documents executed Document or for the consummation of the Acquisition or the other transactions contemplated hereby or thereby or (ii) the exercise by the Lender of its rights under the Loan Documents. 7.5 This Agreement has been, and each other Loan Document when delivered in connection herewith hereunder will have been been, duly executed and delivered by the Borrower. This Agreement is, and each other Loan Party and are Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Partythe Borrower, enforceable against the Borrower in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium . 7.6 The Borrower is not engaged in the business of extending credit for the purpose of purchasing or other laws affecting creditors’ rights generally and subject to general principles carrying margin stock (within the meaning of equity; (c) subject to Regulation U issued by the existence Board of Governors of the Existing DefaultsFederal Reserve System), and no proceeds of the representations and warranties contained Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 7.7 Neither the Borrower nor any of its Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Credit Agreement and other Loan Document are true and correct on and Investment Company Act of 1940, as amended. Neither the repayment of the date hereof and on and as Loan by the Borrower nor the consummation of the date other transactions contemplated hereby will violate any provision of execution hereofsuch Act or any rule, as though made on regulation or order of the Securities and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, Exchange Commission thereunder. 7.8 There exists no Default or Event of Default under this Agreement and no event occurring and continuing, or resulting from the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Acquisition or any Lender (it being agreed other transaction contemplated hereby or thereby or in connection herewith or therewith that without limiting the foregoing, any amendment that would otherwise cause an constitutes a Default or Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsDefault.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that that: (a) Such Grantor (a) is duly organized or formed, as the executioncase may be, delivery validly existing and performance in good standing under the laws of this Agreement the jurisdiction of its organization or formation, (b) has the requisite power and authority to own and operate its properties, to lease the properties it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all applicable laws, rules and regulations, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) With respect to each Original Grantor, Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates of such Grantor owned by such Grantor as of the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded Equity Interests and Securities evidencing Equity Interests in Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens, (ii) any Liens permitted by the ABL Facility and any other Loan Documents executed Permitted First Lien Debt and delivered (iii) any liens imposed by law. All shares of capital stock included in connection herewith such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (f) Such Grantor has good and will marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not violate material), free and clear of any Lien other than Permitted Collateral Liens. (g) Such Grantor has not performed any acts that are reasonably likely to prevent the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Closing Date, no Collateral owned by such Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Collateral Lien. (h) The Transaction Liens on all Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Closing Date (bor, if such Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Obligations, including the Obligations under its Secured Guarantee, as the case may be. (i) Such Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing DefaultsCollateral Agent. With respect to each Original Grantor, the representations information set forth therein is correct and warranties contained complete, in the Credit Agreement and other Loan Document are true and correct on and all material respects, as of the date hereof Closing Date. (j) When UCC financing statements describing the Collateral as “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and on rights of others therein except Permitted Collateral Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and as 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the date Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of execution hereofdeposit accounts) or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. Notwithstanding anything herein to the contrary, no Grantor shall take any action to perfect any security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America. (k) Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as though made on against its assignors and as creditors of each such dateits assignors, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents with respect to actions not required to taken until a specified period after the Effective Closing Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly Borrower is a corporation duly organized, legally existing and severally represents in good standing under the laws of the State of Florida. Borrower is the owner of the Collateral free from any security interest, encumbrance, or lien, and warrants will defend the Collateral against all claims and demands of all persons at any time claiming the same. No financing statement covering any Collateral or any proceeds thereof is on file in any public office, except for that which may be on file to Agent perfect the security interest of Lender. Borrower is not in default with respect to any of its existing indebtedness, and Lenders that (a) the execution, delivery making and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party laws or result inin a default under any contract, agreement, or require instrument to which Borrower is a party or by which its property is bound, or result in the creation or imposition ofof any security interest in, or lien or encumbrance upon, any Lienof its assets, security interest or encumbrance on any except in favor of Lender. Borrower has the properties of such Loan Party; (b) power and authority to enter into and perform this Agreement and any other Loan Documents executed to incur the obligations herein provided for, and delivered in connection herewith have been duly executed has taken all action necessary to authorize the execution, delivery, and delivered by each Loan Party performance of this Agreement. This Agreement, when delivered, will be valid, binding and are the legal, valid and binding obligation of each Loan Party, enforceable against Borrower in accordance with their respective its terms. No representation, subject warranty or statement of Borrower hereunder omits to applicable bankruptcystate any material fact necessary to make each representation or warranty or statement in this Agreement by Borrower accurate and not misleading in any material respect. Affirmative Covenants. Borrower covenants that, insolvencyuntil such time as all of the Liabilities have been fully satisfied paid, reorganization, moratorium or other laws affecting creditors’ rights generally and subject it shall take all actions necessary to general principles of equity; (c) subject prosecute any pending applications with respect to the existence Intellectual Property; take all actions necessary to protect its rights with respect to the Intellectual Property, including bringing appropriate actions to prevent infringement of such rights; promptly notify Lender of any actual or threatened infringement of Borrower’s rights with respect to the Intellectual Property; promptly notify Lender of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as occurrence of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or any Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting event or condition which, with the foregoinggiving of notice and/or the lapse of time, any amendment that would otherwise cause could constitute an Event of Default shall Default; pay or cause to be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementpaid when due, all taxes, assessments, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of charges or levies imposed upon the Collateral; notify Lender thirty (30) days in advance of any change in the location of its business, or of the establishment of any new, or the discontinuance of any existing, place of business; continuously maintain, preserve, and (i) keep in full force and effect, its corporate existence, good standing, and its right and privilege to conduct business in Florida; permit Lender or its representatives at any time to inspect as frequently as reasonably requested the recitals Collateral, wherever located, and it shall fully and timely assist Lender in this Agreement are true regard to such inspections to the extent requested by Lender; and correct in all respectsmaintain insurance, at full replacement cost, on the Collateral.

General Representations and Warranties. Each Loan Party hereby jointly and severally Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Such Lien Grantor has good title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) Such Lien Grantor has not performed any acts that prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Collateral Documents or that would limit the Administrative Agent in any such Loan Party; enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (bx) this Agreement financing statements with respect to which duly executed termination statements shall have been delivered to the Administrative Agent not later than the Effective Date and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a Lien thereon, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; than a Permitted Lien. (d) except for The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Existing DefaultsEffective Date (or, no Default or Event of Default under if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Credit Agreement has occurred and is continuing; Secured Obligations. (e) Such Lien Grantor has delivered a Perfection Certificate to the Administrative Agent. (f) When UCC financing statements describing the Collateral as set forth in such Lien Grantor’s Perfection Certificate have been filed in the offices specified in the Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no Loan Party registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) Such Lien Grantor has amended taken, and will continue to take, all actions necessary under the UCC to perfect its constituent organizational documents after interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) Such Lien Grantor’s Collateral is insured to the Effective Date; provided that, Parent may amend its Bylaws after extent required by the date hereof so long as Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any Any Inventory produced by such proposed amendment at least five (5) Business Days prior to Lien Grantor in the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent United States has or any Lender (it being agreed that without limiting the foregoingwill have been produced in compliance, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementin all material respects, and subject to the compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreementas amended. (j) Other than a Restricted Account, and applicable law, Agent and Lenders there is no deposit account owned by such Lien Grantor into which any collections or other payments or proceeds in respect of Collateral are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsbe deposited.

General Representations and Warranties. Each Loan Party The Company hereby jointly makes, and severally represents on each purchase date and warrants Settlement Date shall be deemed to Agent make, the following representations and Lenders that warranties for the benefit of the Bank as of the Closing Date and each subsequent purchase date and Settlement Date with reference to the facts and circumstances then existing (with the understanding that, with respect to any such representation or warranty which relates to any Purchased Receivable, such representations and warranties are deemed to have been made by the Company only as of the date of the purchase of such Purchased Receivable by the Bank): (a) It is duly organized and validly existing and registered under the executionlaws of its jurisdiction of organization and has the full right, delivery power and authority to own its property and assets and carry on its business as it is now being conducted, to enter into the Transaction Documents, to perform and observe all of the matters and things provided for therein, including the sale to the Bank of the Purchased Receivables and it has taken all necessary steps to duly authorize the execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby. (b) This Agreement and each other Transaction Document has been duly authorized by the Company and executed and delivered by the proper officer(s) of the Company and constitute or, as the case may be, will, when made, constitute its legal, valid and binding obligations enforceable in accordance with its terms. (c) The Company is the legal and beneficial owner of each Purchased Receivable sold by it and, on the date of the sale of the Purchased Receivables to the Bank, the Purchased Receivables shall be transferred to the Bank free and clear as of the date of such sale, of any Adverse Claim. (d) Each Purchased Receivable is generated from a sale to an Approved Debtor and shall be freely assignable and shall constitute amounts due and payable by the Debtor on the relevant Maturity Date (which shall not exceed 90 days from the earliest of (i) the date of sale or (ii) dispatch of the goods by the Company) and each Contract, Purchased Receivable and Invoice complies in all material respects with all applicable laws and regulations. (e) The making and performance of this Agreement and any other Loan Documents executed each Transaction Document and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and transactions contemplated hereby will not (as to the best of the Company’s knowledge as to (i)) violate the constituent organizational documents any provision of such Loan Party, contravene any contractual restriction, (i) any law, rule regulation, order or regulation decree of any governmental authority, agency or court or administrative decree (ii) its organizational documents or order binding on (iii) any agreement, mortgage, indenture or other agreement to which it is a party or affecting the Company or any of its assets or properties nor will such Loan Party making and performance with or result inwithout the passage of time or the giving of notice or other conditions, constitute an event of default or require the creation or imposition of, any Lien, security interest or encumbrance on termination event (howsoever described) under any of the properties foregoing or result in the creation, imposition or enforceability of such Loan Party; any Encumbrance over any of its assets, except in favor of the Bank. (bf) this Agreement and any other Loan Documents executed and delivered Each Invoice as issued in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation respect of each Loan Party, enforceable Purchased Receivable sold by it was properly issued in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally the Contract and subject to general principles of equity; (c) subject evidences that the amount specified in such invoice will be due and payable to the existence of the Existing Defaults, the representations and warranties contained Company in the Credit Agreement and other Loan Document are true and correct Dollars on and as of the date hereof Purchase Date without the need for any other action, delivery of goods or performance of services by the Company with respect to the Outstanding Amount set forth in such Invoice. (g) Each Contract and on Receivable was originated in the ordinary course of the Company’s business and in accordance with the Company’s credit and collection policy. (h) The Company has performed all of its material obligations under the Contract relating to Purchased Receivables and in particular and without limitation it has delivered all goods and services to the country of the Debtor as are due and required under such Contract with respect to the face amount set forth in such Invoice. (i) The obligations of the Debtor in respect of each Purchased Receivable have not, as of the date of execution hereofthe Bank’s purchase thereof, been prepaid in whole or in part. (j) As of the date the sale of such Receivable to the Bank, the goods supplied under the Contract giving rise thereto are not subject to any retention of title or equivalent clauses exercisable by the Company or, to the Company’s knowledge, any third parties, which may adversely affect the interests of the Bank and at the time of sale by the Company to the Bank, no Purchased Receivable is subject to a volume or other discount (except to the extent that the amount of any Trade Credit Amount has already been taken into account in determining the Funded Amount of the Purchased Receivable as though made on set forth in the Portfolio Report) or subject to any claim by, or dispute with, the Debtor. (k) As of the date the sale of such Receivable to the Bank, each applicable Contract giving rise thereto is in full force and effect as of each such date, except and the Company is not in cases where breach thereof or in default thereunder in a manner that would result in the representation Debtor being entitled to exercise any set off rights or counterclaim or to withhold, extend or delay payment on any Purchased Receivable; and, as of such date, there are no disputes, offsets, counterclaims or defenses of the Debtor known to the Company with respect to any Purchased Receivable (if any Purchased Receivable is more than 60 days past due, other than as a result of a Debtor’s Financial Inability to Pay, it shall be presumed that the Debtor has asserted a contractual claim or dispute). (l) Under the laws of or applicable to the jurisdiction of its organization in force as at the date hereof, the claims of the Bank against the Company in relation to each Purchased Receivable will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application. (m) Under the laws of or applicable to the jurisdiction of organization in force as at the date hereof, the Company will not be required to make any deduction or withholding from any payment it makes to the Bank in respect of any Purchased Receivable or the Contract giving rise thereto, and warranty specifically references an earlier date; the Company has all consents and licenses necessary to perform its obligations thereunder. (dn) except As of the date the sale of such Receivable to the Bank, neither the Company nor, to the actual knowledge of the Company, any Approved Debtor, is insolvent nor has any insolvency or bankruptcy event occurred with respect to the Company or such Debtor, nor is the Debtor past due under any payment obligation to the Company with respect to any related Purchased Receivable nor has the Debtor rescheduled or extended the due date of any such Purchased Receivable. (o) The Company has indicated, or will indicate as of the date of such sale, on its books and records, as appropriate, that the Purchased Receivables have been sold by the Company to the Bank (or its successors and assigns). (p) The transactions contemplated by this Agreement are being consummated by the Company in order to raise capital to carry out the Company’s ordinary business, with no contemplation of being or becoming insolvent and with no intent to hinder, delay or defraud any of its present or future creditors. By virtue of the Company’s right to receive any payment of the Purchase Price for each Purchased Receivable as provided in Section 4 hereof, the Company has received reasonably equivalent value for the Existing DefaultsPurchased Receivables sold by it. (q) On the date of the sale of each Purchased Receivable by the Bank, the Bank shall acquire a valid ownership interest or a first perfected security interest in each Purchased Receivable free and clear of any Adverse Claim; and, upon transfer of ownership of such Purchased Receivable from the Company to the Bank, no Default financing statement or Event other similar instrument or other filing or recordation covering any such Purchased Receivable or any interest therein, is on file in any recording office except such as may be filed pursuant to this Agreement or except as to which a release or disclaimer in form satisfactory to the Bank has been provided, or as to which the Bank has consented. (r) The Company’s jurisdiction of Default under organization and “location” for purposes of the Credit Agreement has occurred and UCC, or other relevant local law, is continuing; the State of Ohio (e) no Loan Party has amended its constituent organizational documents after or at such other location, notified to the Effective Date; provided thatBank in accordance with Section 11.1(n)), Parent may amend its Bylaws after the date hereof so long in a jurisdiction where all actions required by Section 9.1 have been completed). Except as described in Schedule 3, (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment Company has no trade names, fictitious names, assumed names or “doing business as” names and (ii) such amendment is the Company has not materially adverse changed its jurisdiction of organization or location or its name, identity or corporate structure within the four months prior to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness date of this Agreement. The Company’s federal taxpayer identification number or other registration number is as set forth in Schedule 3. (s) All information provided by the Company to the Bank with respect to the Purchased Receivables (including without limitation relating to the applicable Debtor’s past payment history and commercial relationship with such Debtor) is true and accurate in all material respects and nothing has been given or withheld that would result in the information provided being untrue or misleading in any material respect. (t) The representations made or deemed to be made by the Company in each Transaction Document are and remain correct in all material respects as of the date made. (u) With respect to the Company’s obligations hereunder, no consent, license, authorization, registration, legalization, notification to, declaration with, approval or permit of, any governmental authority, agency or instrumentality (including any central banking or other monetary authority) is required by the Company in connection with its execution, delivery and performance, and subject to the compliance with the terms and conditions validity or enforceability of the Loan Company’s obligations under the Transaction Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and Company’s sale of the Collateral; Purchased Receivables, or the transactions contemplated thereby. (v) The sale of the Purchased Receivables by the Company to the Bank under the Transaction Documents would, under the law applicable to the Company as of the date of the sale thereof, constitute a true sale or other absolute transfer of the Purchased Receivables by the Company (except to the extent set forth in Section 21) to the Bank and upon each purchase by the Bank, the Bank shall acquire a legally valid ownership interest or a first perfected security interest in each Purchased Receivable, free and clear of any lien, claim or other encumbrance without any need on the part of the Company or the Bank to (i) except as may be required under the recitals applicable Contracts, notify the account debtors on the Purchased Receivables or (ii) except as may be required under applicable disclosure requirements, file, register or record the Transaction Documents or the sale of the Purchased Receivables under the laws applicable to the Company. (w) The obligation of the Company to remit payments received from the Debtors on the Purchased Receivables in this Agreement U.S. dollars to the Bank in the United States, either directly or through the Blocked Accounts as designated by the Bank is legally valid under the laws applicable to the Company and no foreign exchange registrations or approvals are true and correct in all respectsnecessary to effectuate such U.S. dollar payments.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that that: (a) Such Grantor is duly organized, validly existing and in good standing under the executionlaws of its jurisdiction of organization. (b) With respect to each Original Grantor, delivery Schedule 1 lists, as of the Funding Date, a description of the corporate structure of each Original Grantor and performance of this Agreement its Subsidiaries and any other Loan Documents executed Person in which each Original Grantor holds an Equity Interest in excess of 10.0% and delivered accurately sets forth, as of the Funding Date, the authorized, issued and outstanding shares of each class of Capital Stock of each Original Grantor and each of its Subsidiaries and the owners of such shares (on a fully-diluted basis). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Funding Date, (i) all Securities owned by such Grantor (except Securities evidencing Equity Interests in connection herewith Subsidiaries and Affiliates) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $1,000,000) to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) Such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) any Liens permitted under Section 7.03(b) of the Credit Agreement. All shares of Capital Stock included in such Pledged Equity Interests (including shares of Capital Stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents and except as permitted under the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (f) Such Grantor has (i) legal title to all its Collateral (tangible and intangible, real or personal) owned by it or (ii) a valid leasehold interest in all of its material leased assets, except, in the case of (i) and (ii), for minor defects in title that do not interfere with its ability to conduct its business as currently conducted, and all such assets and property are free and clear of all Liens, except for Permitted Liens. As of the date hereof, Schedule 1 to each IP Security Agreement sets forth a true and accurate list of (i) all United States registrations of and applications for Patents, Trademarks (other than intent-to-use applications), and Copyrights owned by any Grantor that are registered or applied-for in the United States Patent and Trademark Office or United States Copyright Office and (ii) all exclusive Copyright Licenses. Such Grantor owns, or is licensed to use, all Intellectual Property material to the operation of its business, and the conduct thereof, including the use of such Loan PartyIntellectual Property by such Grantor, contravene to the best of such Grantor’s knowledge, does not infringe upon the rights of any contractual restriction, other Person. (g) Such Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that are reasonably likely to prevent the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Administrative Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Funding Date, no Collateral owned by such Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (h) The Transaction Liens on all Personal Property Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Funding Date (bor, if such Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and delivered in connection herewith (iii) when so attached, will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. (i) When the relevant Mortgages have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaultsdelivered, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct Transaction Liens on and all Real Property Collateral owned by such Grantor as of the date hereof Funding Date will have been validly created and on and as of will secure all the date of execution hereofSecured Obligations or such Grantor’s Secured Guarantee, as though the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (j) [Reserved]. (k) When UCC financing statements describing the Personal Property Collateral as “all personal property” have been filed in the appropriate filing offices, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein (except Permitted Liens). When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made on with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and as 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of each such dateGrantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein (except in cases where the representation and warranty specifically references an earlier date; (d) except Permitted Liens). Except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date filing of such amendment and UCC financing statements, (ii) such amendment Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to required in connection with the interests execution or delivery of Agent the Security Documents or any Lender is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (fl) each Existing Default which Such Grantor has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtaken, and subject will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (m) Such Grantor’s Collateral is insured as required by the Credit Agreement. (n) All of such Grantor’s Inventory has or will have been produced in compliance in all material respects with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party The Company hereby jointly makes, and severally represents on each purchase date and warrants Settlement Date shall be deemed to make, the following representations and warranties for the benefit of the Administrative Agent and Lenders that each Bank as of the Closing Date and each subsequent purchase date and Settlement Date with reference to the facts and circumstances then existing (with the understanding that, with respect to any such representation or warranty which relates to any Purchased Receivable, such representations and warranties are deemed to have been made by the Company only as of the date of the purchase of such Purchased Receivable by the Banks): (a) It is duly organized and validly existing and registered under the executionlaws of its jurisdiction of organization and has the full right, delivery power and performance authority to own its property and assets and carry on its business as it is now being conducted, to enter into the Transaction Documents, to perform and observe all of the matters and things provided for therein, including the sale to the Banks of the Purchased Receivables and it has taken all necessary steps to duly authorize the execution of this Agreement and any the other Loan Transaction Documents executed and delivered in connection herewith have the transactions contemplated hereby. (b) This Agreement and each other Transaction Document has been duly authorized by all requisite organizational action on the part of such Loan Party Company and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party the proper officer(s) of the Company and are constitutes or, as the case may be, will, when made, constitute its legal, valid and binding obligation of each Loan Party, obligations enforceable against the Company in accordance with their respective its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general principles of equity; equitable principles. (c) subject The Company is the legal and beneficial owner of each Purchased Receivable sold by it. (d) Each Purchased Receivable is generated from a sale to an Approved Debtor and shall be freely assignable and shall constitute amounts due and payable by the Debtor on the relevant Maturity Date (which shall not exceed 90 days from the earliest of (i) the date of sale or (ii) dispatch of the goods by the Company) and each Contract, Purchased Receivable and Invoice complies in all material respects with all applicable Laws. (e) The making and performance of this Agreement and each Transaction Document and the transactions contemplated hereby will not (as to the existence knowledge of any Responsible Officer of the Existing DefaultsCompany as to (i)) violate any provision of (i) any law, regulation, order or decree of any governmental authority, agency or court, except to the representations extent such violation could not reasonably be expected to have a Material Adverse Effect, (ii) its organizational documents or (iii) any agreement, mortgage, indenture or other agreement to which it is a party or affecting the Company or any of its assets or properties, except to the extent such violation could not reasonably be expected to have a Material Adverse Effect, nor will such making and warranties contained performance with or without the passage of time or the giving of notice or other conditions, constitute an event of default or termination event (howsoever described) under any of the foregoing which could reasonably be expected to have a Material Adverse Effect or result in the Credit Agreement creation, imposition or enforceability of any Encumbrance over any of its assets, except in favor of the Banks or the Administrative Agent for the benefit of the Banks. (f) Each Invoice as issued in respect of each Purchased Receivable sold by it was properly issued in accordance with the Contract and other Loan Document are true evidences that the amount specified in such Invoice will be due and correct payable to the Company on and as of the purchase date hereof without the need for any other action, delivery of goods or performance of services by the Company with respect to the Original Amount set forth in such Invoice. (g) Each Contract and on Receivable was originated in the ordinary course of the Company’s business and in accordance with the Company’s credit and collection policy. (h) The Company has performed all of its material obligations under the Contract relating to Purchased Receivables and in particular and without limitation it has delivered all goods and services as are due and required under such Contract with respect to the face amount set forth in such Invoice. (i) The obligations of the Debtor in respect of each Purchased Receivable have not, as of the date of execution hereofthe Banks’ purchase thereof, been prepaid in whole or in part. (j) As of the date of the sale of such Receivable to the Banks, the goods supplied under the Contract giving rise thereto are not subject to any retention of title or equivalent clauses exercisable by the Company or, to the knowledge of any Responsible Officer of the Company, any third parties, which may adversely affect the interests of the Banks or the Administrative Agent and at the time of sale by the Company to the Banks, no Purchased Receivable is subject to a volume or other discount (except to the extent that any Trade Credit Amount has already been taken into account in determining the Funded Amount of the Purchased Receivable as set forth in the Portfolio Report) or subject to any claim by, or dispute with, the Debtor. (k) As of the date of the sale of such Receivable to the Banks, each applicable Contract giving rise thereto is in full force and effect, and the Company is not in breach thereof or in default thereunder in a manner that would result in the Debtor being entitled to exercise any set off rights or counterclaim or to withhold, extend or delay payment on any Purchased Receivable; and, as though made on and as of each such date, except there are no disputes, offsets, counterclaims or defenses of the Debtor known to the Company with respect to any Purchased Receivable (if any Purchased Receivable is more than 60 days past due, other than as a result of a Debtor’s Financial Inability to Pay, it shall be presumed that the Debtor has asserted a contractual claim or dispute). (l) Under the laws of or applicable to the jurisdiction of its organization in cases where force as at the representation date hereof, the claims of the Banks or the Administrative Agent against the Company in relation to each Purchased Receivable will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application. (m) Assuming that each Bank complies with its obligation to deliver IRS forms pursuant to Section 7.2.5, under the Code, the Company will not be required to make any deduction or withholding from any payment it makes to the Banks or the Administrative Agent in respect of any Purchased Receivable or the Contract giving rise thereto, and warranty specifically references an earlier date; the Company has all consents and licenses necessary to perform its obligations thereunder. (dn) except As of the date of the sale of such Purchased Receivable to the Banks, neither the Company nor, to the actual knowledge of any Responsible Officer of the Company, any Approved Debtor, is insolvent nor has any insolvency or bankruptcy event occurred with respect to the Company or such Debtor, nor is the Debtor past due under any payment obligation to the Company with respect to any related Purchased Receivable nor has the Debtor rescheduled or extended the Maturity Date of any such Purchased Receivable. (o) The transactions contemplated by this Agreement are being consummated by the Company in order to raise capital to carry out the Company’s ordinary business, with no contemplation of being or becoming insolvent and with no intent to hinder, delay or defraud any of its present or future creditors. By virtue of the Company’s right to receive any payment of the Purchase Price for each Purchased Receivable as provided in Section 4 hereof, the Company has received reasonably equivalent value for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Purchased Receivables sold by it. (ep) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after On the date hereof so long as of the sale of each Purchased Receivable to the Banks, the Banks shall acquire a valid ownership interest or (through the Administrative Agent for the benefit of the Banks) a first priority security interest in each Purchased Receivable (which security interest will be perfected) free and clear of any Adverse Claim, and without any need on the part of the Company or the Administrative Agent or any Bank to (i) Parent provides Agent and Lenders with a copy notify the applicable Debtor or (ii) other than the UCC financing statements required to be filed hereunder, file, register or record any Transaction Document or the sale of such Receivable under the Laws applicable to the Company; and, upon transfer of ownership of, or the grant of such security interest in, such Purchased Receivable from the Company to the Banks, no financing statement or other similar instrument or other filing or recordation covering any such proposed amendment at least five (5) Business Days prior Purchased Receivable or any interest therein, is on file in any recording office except such as may be filed pursuant to this Agreement or except as to which a release or disclaimer in form satisfactory to the effective date Administrative Agent has been provided, or as to which the Administrative Agent has consented. (q) The Company’s jurisdiction of organization and “location” for purposes of the UCC, or other relevant local law, is the State of Ohio (or such amendment other location, notified to the Administrative Agent in accordance with Section 11.1(l)). Except as described in Schedule 3, (i) the Company has no trade names, fictitious names, assumed names or “doing business as” names and (ii) such amendment is the Company has not materially adverse changed its jurisdiction of organization or location or its name, identity or corporate structure within the four months prior to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness date of this Agreement, and subject . The Company’s federal taxpayer identification number or other registration number is as set forth in Schedule 3. (r) All written information provided by the Company to the compliance Administrative Agent and the Banks with respect to the terms Purchased Receivables (including without limitation information relating to the applicable Debtor’s past payment history and conditions the Company’s commercial relationship with such Debtor) taken as a whole, is true and accurate in all material respects as of the Loan Documents, date supplied and no written information has been given or withheld that would result in the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled written information provided being untrue or misleading in any material respect. (s) The representations made or deemed to exercise immediately their respective rights and remedies under be made by the Loan Documents, including, but not limited to, the right to accelerate the maturity Company in each Transaction Document were correct in all material respects as of the Obligations date made (except for those representations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement warranties that are true and conditioned by materiality, which shall have been correct in all respects). (t) With respect to the Company’s obligations hereunder, no consent, license, authorization, registration, legalization, notification to, declaration with, approval or permit of, any governmental authority, agency or instrumentality (including any central banking or other monetary authority) is required by the Company in connection with its execution, delivery and performance, and the validity or enforceability of the Company’s obligations under the Transaction Documents, the Company’s sale of the Purchased Receivables, or the transactions contemplated thereby, other than those that have been made or obtained and are in full force and effect and any filings to be made with the United States Securities and Exchange Commission in connection with the transactions contemplated by this Agreement. (u) The obligation of the Company to remit payments received from the Debtors on the Purchased Receivables in Dollars to the Banks in the United States, either directly or through the Blocked Accounts as designated by the Administrative Agent, is legally valid under the laws applicable to the Company and no foreign exchange registrations or approvals are necessary to effectuate such Dollar payments.

General Representations and Warranties. Each Loan Party of Lumenon Parent and LILT hereby jointly represent, warrants and severally represents and warrants covenant to Agent and Lenders that Molex that: (a) the facts set forth in the third, fourth and sixth recitals hereto are true and correct; (i) it has all power and authority, statutory and otherwise, to execute and deliver this Teaming Agreement, (ii) its entry into this Teaming Agreement has been duly authorized by all appropriate corporate action, and that its entry into this Teaming Agreement does not constitute a breach of its Certificate of Incorporation, By-laws, or any order, law, regulation, contract, agreement or other instrument binding upon it and (iii) this Teaming Agreement constitutes the legal, valid and binding obligation of Lumenon enforceable against it in accordance with its terms except as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (2) general principles of equity; (c) it is a corporation duly organized, validly existing and in good standing and has full corporate power to own, operate and lease its properties and to carry on its business as now conducted. Each of Lumenon Parent and LILT is duly qualified to do business in Delaware and Quebec and is in good standing in such jurisdictions; (d) the execution, delivery and performance of this Teaming Agreement by each of Lumenon Parent and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party LILT does not and will not conflict with, breach, violate the constituent organizational documents of such Loan Partyor cause a default under any contract, contravene any contractual restrictionagreement, any lawinstrument, rule order, judgment or regulation decree to which Lumenon is a party or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on by which any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium Lumenon Parent or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and LILT is continuing; bound; (e) no Loan Party has amended its constituent organizational documents after Subject only to the Effective Date; provided that, Parent may amend its Bylaws after terms of the date hereof so long as license agreement with Polyvalor and McGill University (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (whixx xx attached hereto as Exhibit 5) Business Days prior ), Lumenon has sufficient rights in and to all of the effective date of such amendment and (ii) such amendment is not materially adverse Initial Lumenon Intellectual Property necessary to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse perform its obligations pursuant to such interests)this Agreement; and (f) each Existing Default which has occurred Subject only to the terms of the license agreement with Polyvalor and McGill University (a copy of whixx xx attached hereto as Exhibit 5), Lumenon is continuing; (g) Lenders have no obligation not party to make additional Loans or to extend bound by any employment agreement, non-compete agreement, confidentiality agreement or other agreement with any other financial accommodations person or entity which would affect Lumenon's ability to Loan Parties (or any of them); (h) absent the effectiveness of perform his obligations under this Teaming Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that that: (a) Such Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) With respect to each Grantor, delivery Schedule 1 lists all Equity Interests in subsidiaries and performance Affiliates owned by such Grantor as of this Agreement and the Restatement Effective Date. Such Grantor holds all such Equity Interests directly (i.e., not through a subsidiary, a Securities Intermediary or any other Loan Documents executed Person) and delivered in connection herewith the amounts as specified on Schedule 1. (c) [Reserved]. (d) [Reserved]. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents) which restricts in any manner the rights of such Loan Partyany present or future holder of any Pledged Equity Interest with respect thereto. (f) Such Grantor owns all its Collateral, contravene free and clear of any contractual restriction, Lien other than Permitted Liens. (g) Such Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens or as otherwise consented to by the Collateral Agent (such consent not to be unreasonably withheld or delayed). After the Restatement Effective, no Collateral owned by such Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (h) The Transaction Liens on all Personal Property Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Restatement Effective Date (bor, if such Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Obligations or such Grantor’s Guarantee, as the case may be. (i) Such Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing DefaultsCollateral Agent. With respect to each Grantor, the representations information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents Restatement Effective Date. Within 30 days after the Restatement Effective Date; provided that, Parent such Grantor will furnish to the Collateral Agent a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on its Personal Property Collateral. (j) When UCC financing statements describing the Personal Property Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Grantor to the extent that a security interest therein may amend be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein (except Permitted Liens). When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Bylaws after Recordable Intellectual Property to the date hereof so long as extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein (except Permitted Liens). Except for (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date filing of such amendment and UCC financing statements, (ii) such amendment Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Security Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and Transaction Liens. (ik) [Reserved]. (l) Such Grantor’s Collateral is insured as required by Section 5.07 of the recitals in this Agreement are true and correct in all respectsCredit Agreement.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Company represents and warrants to Agent and Lenders that that: (a) Schedule 1 lists all Specified Equity Interests owned by the Company as of the Effective Date. The Company holds all such Equity Interests directly (i.e., not through a Subsidiary or any other Person). (b) All Specified Equity Interests owned by the Company are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Specified Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such Specified Equity Interests is subject to any option to purchase or similar right of any Person. The Company is not and will not become a party to or otherwise bound by any agreement (except the Transaction Documents) which restricts in any manner the rights of any present or future holder of any Specified Equity Interest with respect thereto. (c) No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Company is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Transaction Lien, except financing statements, registrations or other similar or equivalent documents with respect to the Transaction Liens. (d) The Transaction Liens on all Specified Equity Interests (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date and (iii) when so attached, will secure all the Obligations under the Transaction Documents. (e) When PPSA registration statements describing the Collateral as set forth in Schedule 2 hereto have been filed in the offices specified therein, the Transaction Liens will constitute perfected security interests in the Collateral owned by the Company, prior to all Liens and rights of others therein. Except for the filing of such PPSA registration statements and the filings referred to in Section 3(f) and Section 3(g), no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (f) This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, securing the Obligations. The Company will promptly following the execution of this Agreement cause the appropriate particulars of this Agreement in respect of the Specified Equity Interests to be entered in the share registers for each of Formwell and NVMC and will, promptly following the execution of this Agreement, also cause such registers to be filed with the Registrar of Corporate Affairs in the BVI pursuant to section 231 of the BVI Business Companies Act, 2004 of the laws of the BVI. The Company will, from time to time at the Collateral Agent’s request provide the Collateral Agent with a certified copy of the registers containing such entries. Upon such entries being made the security interest in the Specified Equity Interests will constitute a security interest in favor of the Secured Parties enforceable against third parties (including creditors of, and any liquidator or administrator appointed with respect to, the Company) prior to all Liens and rights of others therein, except for statutorily preferred claims under the laws of the BVI (“Statutory Claims”), including without limitation claims in respect of taxes, assessments or impositions, certain wages or salaries. No Statutory Claims against the Company exist as of the date hereof. (g) Other than the filings referred to in Section 3(e), Section 3(f) or as otherwise set forth on Schedule 3, which will be made promptly following the execution of this Agreement and which has been duly executed by the parties thereto, no authorization or approval or other action by, and no notice to or filing with, any Governmental Body or regulatory body or any other third party is required for (i) the grant by the Company of the security interest granted hereunder or for the execution, delivery and or performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part Company or (ii) the maintenance or effectiveness of such Loan Party and will not violate the constituent organizational documents security interest created hereunder (including the first priority nature of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, Secured Parties’ security interest or encumbrance its enforceability against third parties). Except as provided in Section 3(e), Section 3(f) or as otherwise set forth on Schedule 3, no authorization or approval or other action by, and no notice to or filing with, any Governmental Body or regulatory body or any other third party is required for the exercise by the Secured Parties of their rights provided for in this Agreement or the remedies in respect of the properties Collateral pursuant to this Agreement. (h) The pledge of such Loan Party; (b) Collateral made pursuant to this Agreement is not subject to any restrictions of constitutional documents relating to the Company, and to the extent that any consent or approval is required by the manager or board of directors of the Company or any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are party for the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence pledge of the Existing DefaultsCollateral, such consent or approval has been obtained prior to execution of this Agreement. To the representations and warranties contained in extent that any consent or approval is required by or from the Credit Agreement and other Loan Document are true and correct on and as board of directors of the date hereof and on and as Company or any other party for the transfer of the date of execution hereofCollateral, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with respect to any transfer of the Collateral to the Collateral Agent, the Secured Parties or any affiliate of a copy of any Secured Party, such proposed amendment at least five (5) Business Days consent or approval has been obtained prior to the effective date execution of such amendment this Agreement and (ii) such amendment is not materially adverse with respect to any transfer of the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse Collateral to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (person, such consent or any approval will be given at the time of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and such transfer. (i) the recitals in this Agreement are true Except as set forth on Schedule 4, Formwell, Bong Mieu Holdings Limited, a Thai corporation, and correct in all respectsNVMC do not own any Vietnamese Project Books and Records.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Borrower represents and warrants to Agent and Lenders that that: (a) It has good and marketable title to all its Collateral, free and clear of any Lien other than Permitted Liens. (b) It has not performed any acts that would reasonably be likely to prevent the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Credit Documents or that would limit the Administrative Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral. After the Closing Date, no Collateral owned by the Borrower will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; than a Permitted Lien. (c) subject The Transaction Liens on all Collateral owned by the Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (d) It has delivered a Perfection Certificate to the existence of the Existing Defaults, the representations Administrative Agent. The information set forth therein is correct and warranties contained complete in the Credit Agreement and other Loan Document are true and correct on and all material respects as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Closing Date. (e) no Loan Party has amended its constituent organizational documents after When UCC financing statements describing the Effective Date; provided thatCollateral as “all personal property” or “all assets” have been filed in the offices specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Collateral owned by the Borrower to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days UCC, prior to all Liens and rights of others therein other than any Permitted Lien. Except for the effective date filing of such amendment and (ii) such amendment UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Collateral Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Debtor represents and warrants to Agent and Lenders that that: (a) The Debtor is a corporation duly organized, validly existing, and in good standing under the executionlaws of the State of Delaware. (b) The exact corporation name and Identification Number of the Debtor as appears in its certificate of incorporation is as follows: CORPORATE NAME IDENTIFICATION NUMBER Interplay Entertainment Corp. 00-0000000 (c) The Debtor has not changed its name since its organization. (d) The Debtor has not changed its corporate structure in any way within the past five years. (e) The chief executive office of the Debtor is located at the following address: COUNTY MAILING ADDRESS STATE Los Angeles Interplay Entertainment Corp. California 00000 Xxx Xxxxxx Xxxxxx Irvine, delivery California 92606 (f) The Debtor has good and performance marketable title to all its Collateral, free and clear of this Agreement and any Security Interest other Loan Documents executed and delivered in connection herewith have been duly authorized than any Security Interest permitted by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Secured Party, contravene including without limitation, the Vivendi Security Interest ("PERMITTED SECURITY INTERESTS"). (g) The Debtor has not performed any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan acts that could reasonably be expected to prevent the Secured Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on from enforcing any of the properties provisions of the Collateral Documents or that would limit the Secured Party in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage, or similar or equivalent document or instrument covering all or any other Loan Documents executed and delivered part of the Collateral owned by the Debtor is on file or of record in connection herewith have been duly executed and delivered by each Loan Party and are the legalany jurisdiction in which such filing or recording would be effective to perfect or record a Security Interest on such Collateral, valid and binding obligation of each Loan Partyexcept financing statements, enforceable in accordance with their respective termsmortgages, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject similar or equivalent documents with respect to general principles of equity; (c) subject to Permitted Security Interests. After the existence of Effective Time, no Collateral owned by the Existing Defaults, the representations and warranties contained Debtor will be in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default possession or Event of Default under the Credit Agreement has occurred and is continuing; control of any Person asserting any claim thereto or Security Interest therein, other than a Permitted Security Interest of a warehouseman, bailee, or agent. (eh) no Loan Party has amended its constituent organizational documents after The Security Interests in all Collateral owned by the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as Debtor (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and have been validly created, (ii) will attach to each item of such amendment is not materially adverse to Collateral at the interests of Agent or any Lender Effective Time (it being agreed that without limiting or, if the foregoingDebtor first obtains rights thereto on a later date, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to on such interestslater date); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions (iii) when so attached will secure all of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and Secured Obligations. (i) When UCC financing statements describing the recitals Collateral have been filed in this Agreement are true the Delaware Secretary of State's Office the Security Interest will constitute a perfected security interests in the Collateral owned by the Debtor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Security Interests and correct rights of others therein except Permitted Security Interests. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to all or a portion of the Debtor's Intellectual Property (including any future filings required pursuant to Section 5(a)), the Security Interests will constitute perfected security interests in all respectsright, title, and interest of the Debtor in such Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Security Interests and rights of others therein except Permitted Security Interests.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Lien Grantor represents and warrants to Agent and Lenders that that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by the Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date and, in respect of its Collateral located in Canada, the date of this Agreement (or, if the Lien Grantor first obtains rights thereto on a later date, on such later date) and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after Effective Date. After the Effective Date; provided that, Parent the Collateral Agent or the Administrative Agent may amend obtain, at the Lien Grantor’s expense, a file search report from each applicable PPSA filing office, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the PPSA, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Bylaws after Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the date hereof so long execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the PPSA or for the enforcement of the Transaction Liens pursuant to the PPSA. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the PPSA to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to Any Inventory produced by the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreementas amended, and or any other applicable lawCanadian federal, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsprovincial or territorial law dealing with such matters.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that that: (a) the execution, delivery Such Grantor owns its Collateral free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; than Permitted Liens. (b) this Agreement No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record an effective Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents (i) with respect to the Transaction Liens and any other Loan Documents executed and delivered in connection herewith the Permitted Liens or (ii) for which duly authorized proper termination statements have been duly executed and delivered by each Loan Party and are to the legalCollateral Agent for filing. (c) This Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and binding obligation of each Loan Partyenforceable security interest in the Collateral, enforceable in accordance with their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, receivership, moratorium or other similar laws affecting of general applicability relating to or limiting creditors’ rights generally or by general equity principles and principles of good faith and dealing. (d) When UCC financing statements describing the Collateral as “all personal property” (or a substantially similar description) have been filed in the offices specified in Schedule 2 (or specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.09 of the Credit Agreement), the Transaction Liens will constitute perfected first-priority security interests in the Collateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens except for Permitted Liens. When, in addition to the filing of such UCC financing statements described above, the applicable Intellectual Property Filings have been made with respect to such Grantor’s material Recordable Intellectual Property (including any future filings required pursuant to Section 4(a) and Section 5(a) and subject to general principles Section 6.09 of equity; (c) subject the Credit Agreement), the Transaction Liens will constitute perfected first-priority security interests in all right, title and interest of such Grantor in such Recordable Intellectual Property to the existence of extent that security interests therein may be perfected by such filings, prior to all Liens except for Permitted Liens. To the Existing Defaultsextent that a security interest may be perfected by filing pursuant to the UCC, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event filing and due recordation of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent such UCC financing statements (and Lenders with a copy of any such proposed amendment at least five (5relevant continuation filings in connection therewith) Business Days prior to the effective date of such amendment and (ii) such amendment Intellectual Property Filings (and any relevant continuation filings in connection therewith), no registration, recordation or filing with any governmental body, agency or official is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Security Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof against the Loan Documents, including, but not limited to, Credit Parties or for the right to accelerate the maturity perfection of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Grantor represents and warrants to Agent and Lenders that that: (a) It (i) is duly organized, validly existing and in good standing under the executionlaws of the Commonwealth of Pennsylvania and (ii) has its chief executive office located at 00 Xxxxxxx Xxxxxx, delivery and performance Warren, Pennsylvania 16365. (b) It owns all of this Agreement and the outstanding Equity Interests in the Pipeline Subsidiary listed on Schedule 1 hereto as of the Issue Date. The Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed and delivered in connection herewith Person). Such Equity Interests have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non assessable. None of such Loan Party Equity Interests is subject to any option to purchase or similar right of any Person. The Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Indenture Documents and the Collateral Documents) which restricts in any manner the rights of any present or future holder of any such Loan PartyEquity Interest with respect thereto. (c) It has good and valid title to all its Collateral (subject to exceptions that are, contravene in the aggregate, not material), free and clear of any contractual restriction, Lien other than Transaction Liens and any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require inchoate tax liens. (d) It has not performed any acts that could reasonably be expected to prevent the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Collateral Documents or that would limit the Collateral Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Issue Date, no Collateral owned by the Grantor will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; than a Permitted Lien. (e) no Loan Party has amended its constituent organizational documents after The Transaction Liens on all Collateral owned by the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as Grantor (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and have been validly created, (ii) will attach to each item of such amendment is not materially adverse to Collateral on the interests of Agent or any Lender Issue Date and (it being agreed that without limiting iii) when so attached, will secure all the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); Secured Obligations. (f) each Existing Default which When a UCC financing statement describing the Collateral has occurred been filed in the appropriate office, the Transaction Liens will constitute perfected security interests in the Collateral owned by the Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is continuing; required in connection with the execution or delivery of this Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens pursuant to this Agreement. (g) Lenders have no obligation All easements, right-of-ways, permits, leases and similar agreements which are necessary for the Grantor or the Pipeline Subsidiary to make additional Loans use or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent access the effectiveness of this AgreementPipeline are, in all material respects, in favor and for the benefit of, and subject to in the compliance with the terms and conditions of the Loan Documentsname of, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsPipeline Subsidiary.

General Representations and Warranties. Each Loan Party hereby jointly and severally Company represents and warrants to Collateral Agent and Lenders the Investors that (a) Company is the executionowner of the Collateral (or, delivery in the case of after-acquired Collateral, at the time Company acquires rights in the Collateral, will be the owner thereof) and performance that no other Person has (or, in the case of this Agreement and after-acquired Collateral, at the time Company acquires rights therein, will have) any other Loan Documents executed and delivered in connection herewith have been duly authorized right, title, claim or interest (by all requisite organizational action on the part way of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule Lien or regulation or court or administrative decree or order binding on or affecting such Loan Party or result otherwise) in, against or require to the creation or imposition ofCollateral, any Lien, security interest or encumbrance on any of the properties of such Loan Partyother than Permitted Liens; and (b) this Agreement upon the filing of UCC-1 financing statements ("Financing Statement") with the Secretaries of State of the State of California and the State of Delaware, Collateral Agent has (or in the case of after-acquired Collateral, at the time Company acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing, except for Permitted Liens and any other Loan Documents executed and delivered Liens in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence favor of the Existing Defaults, Senior Lenders. The filing of the representations Financing Statement's as described above shall perfect Collateral Agent's Lien on the Company's issued patents and warranties contained the Company's registered trademarks. Company hereby advises Collateral Agent that a bona fide purchaser for value who has recorded an assignment with the United States Patent and Trademark Office ("USPTO") may defeat the earlier security interest of a secured party in an issued patent or a registered trademark that only files a UCC-1 in the Credit Agreement appropriate offices and other Loan Document are true that does not record such Lien with the USPTO. Company hereby advises Collateral agent that a security interest in money and correct on a security interest in a deposit account may only be perfected by control, and as not by the filing of a Financing Statement. The filing of the date hereof Financing Statements as provided above will perfect Collateral Agent's security interests in the stock and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the membership interests of Agent or RBT's subsidiaries organized in any Lender (it being agreed that without limiting State in the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsUnited States.

General Representations and Warranties. Each Loan Party (a) ACLP hereby jointly and severally represents and warrants to Agent WISA as follows: (i) ACLP is duly organized, validly existing, and Lenders that in good standing and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted; (aii) the executionindividual signing this Settlement Agreement, delivery and performance on behalf of ACLP, is an individual with capacity to enter into this Agreement on ACLP’s behalf; (iii) all action required to be taken by ACLP in order to authorize its entrance into this Settlement Agreement has been taken as of the date hereof, and any other Loan Documents the person signing this Agreement on behalf of ACLP, is duly authorized to do so; (iv) this Settlement Agreement has been, or when executed and delivered in connection herewith have been delivered, will be, duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly validly executed and delivered by each Loan Party ACLP and are the legal, will constitute valid and legally binding obligation obligations of each Loan PartyACLP, enforceable against ACLP in accordance with their respective its terms, subject to (A) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws of general applicability affecting creditors’ rights generally and subject to (B) general principles of equity, whether considered in a proceeding at law or in equity; and (v) ACLP has conferred with legal counsel of its choosing as to the significance and legal effect of this Settlement Agreement. (b) WISA hereby represents and warrants to ACLP as follows: (i) WISA is duly organized, validly existing, and in good standing and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted; (ii) the individual signing this Settlement Agreement, on behalf of WISA, is an individual with capacity to enter into this Agreement on WISA’s behalf; (iii) all action required to be taken by WISA in order to authorize its entrance into this Settlement Agreement has been taken as of the date hereof, and the person signing this Agreement on behalf of WISA, is duly authorized to do so; (iv) this Settlement Agreement has been, or when executed and delivered, will be, duly and validly executed and delivered by WISA and will constitute valid and legally binding obligations of WISA, enforceable against WISA in accordance with its terms, subject to (A) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability affecting creditors’ rights generally and (B) general principles of equity, whether considered in a proceeding at law or in equity; and (v) WISA has conferred with legal counsel of its choosing as to the significance and legal effect of this Settlement Agreement. (c) subject to the existence of the Existing Defaults, the Each Party covenants and agrees that all representations and warranties contained in the Credit Agreement and other Loan Document are made thereby herein shall be true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Settlement Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of its jurisdiction of organization. (b) Schedule 1 lists all Specified Equity Interests owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) All Specified Equity Interests owned by such Lien Grantor are owned by it free and delivered clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in connection herewith such Specified Equity Interests have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Specified Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents) which restricts in any manner the rights of such Loan Party, contravene any contractual restriction, present or future holder of any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance Specified Equity Interest with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; respect thereto. (d) No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except for financing statements, mortgages or other similar or equivalent documents with respect to the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Transaction Liens. (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as The Transaction Liens on all Specified Equity Interests owned by such Lien Grantor (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and have been validly created, (ii) will attach to each item of such amendment is not materially adverse to Collateral on the interests of Agent Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or any Lender (it being agreed that without limiting such Lien Grantor’s Transaction Guarantee, as the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); case may be. (f) each Existing Default which has occurred When UCC financing statements describing the Collateral as set forth in Schedule 2 hereto have been filed in the offices specified therein, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor, prior to all Liens and rights of others therein. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Security Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Borrower represents and warrants to Agent and Lenders that that: (a) It has good and marketable title to all its Collateral, free and clear of any Lien other than Permitted Liens. (b) It has not performed any acts that would reasonably be likely to prevent the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Credit Documents or that would limit the Administrative Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral. After the Closing Date, no Collateral owned by the Borrower will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; than a Permitted Lien. (c) subject The Transaction Liens on all Collateral owned by the Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (d) It has delivered a Perfection Certificate to the existence of the Existing Defaults, the representations Administrative Agent. The information set forth therein is correct and warranties contained complete in the Credit Agreement and other Loan Document are true and correct on and all material respects as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Closing Date. (e) no Loan Party has amended To its constituent organizational documents after knowledge, all of the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent Pledged Shares have been validly issued and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment are fully paid and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); non-assessable. (f) each Existing Default It and none of its Affiliates are Affiliates of the issuers of any Pledged Shares or Equity Securities into which has occurred is continuing; Convertible Securities may be converted.. (g) Lenders When UCC financing statements describing the Collateral as “all personal property” or “all assets” have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent been filed in the effectiveness of this Agreementoffices specified in such Perfection Certificate, and subject the Transaction Liens will constitute perfected security interests in the Collateral owned by the Borrower to the compliance extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is required in connection with the terms and conditions execution or delivery of the Loan Documents, Collateral Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. Each Loan Party hereby jointly and severally Guarantor represents and warrants to Agent and Lenders that Lender that: (ai) the execution, delivery and performance by Guarantor of this Agreement Agreement, any other Loan Document to which Guarantor is a party and any other Loan Documents agreement executed and delivered in connection herewith by Guarantor do not and will not violate or conflict with, if Guarantor is a non-natural person, its constituent documents or, if Guarantor is a trust, the trust agreement governing the trust, and, in all cases, with any law, rule, regulation, judgment or order binding on Guarantor or Guarantor’s assets, or any agreement or instrument to which Guarantor is a party or by which Guarantor or Guarantor’s assets are bound; (ii) this Agreement, any other Loan Document to which Guarantor is a party and any other agreement executed in connection herewith by Guarantor have been duly authorized and executed by all requisite organizational action on the part of such Loan Party Guarantor, and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the constitute legal, valid and binding obligation obligations of each Loan PartyGuarantor, enforceable against Guarantor in accordance with their respective terms, subject terms and Guarantor will receive direct or indirect benefits by reason of the extension of credit by Lender to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equityBorrower; (ciii) subject to no authorization, consent, approval or license from, or filing or registration with, any court, governmental agency, fiscal authority or public office is necessary in connection with the existence execution, delivery or performance by Guarantor of the Existing Defaultsthis Agreement, the representations and warranties contained in the Credit Agreement and any other Loan Document to which Guarantor is a party or any other agreement executed in connection herewith by Guarantor, except such as have been taken or obtained and are true in full force and effect; (iv) there are no pending or threatened investigations, actions, suits or proceedings against or affecting Guarantor, or if applicable, any of Guarantor’s subsidiaries, before any arbitrator, court, commission, bureau or other governmental agency or instrumentality, which (A) purports to affect the legality, validity or enforceability of this Agreement, any other Loan Document to which Guarantor is a party or the consummation of the transactions contemplated hereby or (B) could reasonably be expected to have a material adverse effect on the financial condition, operations, business, assets or prospects of Guarantor, and if applicable, Guarantor’s subsidiaries; (v) the financial statements of Guarantor previously delivered to Lender are true, correct on and complete and fairly present the financial condition of Guarantor, and if applicable, Guarantor’s subsidiaries, as of the date hereof thereof and on there has been no material adverse change in the financial condition of Guarantor, and as of if applicable, Guarantor’s subsidiaries, since the date of execution hereof, as though made on and as the last financial statement of each such date, except in cases where the representation and warranty specifically references an earlier dateGuarantor delivered to Lender; (dvi) except for Guarantor is, and after giving effect to the Existing Defaultsincurrence of all obligations hereunder will be and will continue to be, no Default or Event of Default under the Credit Agreement has occurred and is continuingsolvent; (evii) no Loan Party has amended its constituent organizational documents after the Effective Date; provided thatinformation regarding Guarantor set forth opposite Guarantor’s signature below (“Guarantor Information”) is true, Parent may amend its Bylaws after correct and complete on the date hereof so long as hereof; (iviii) Parent provides Agent Guarantor has all necessary right, power and Lenders with a copy of any such proposed amendment at least five authority to own Guarantor’s property and assets, to transact the business in which Guarantor is engaged and to grant to Lender the guaranty hereunder, and has taken all necessary action to authorize all filings and recordations in connection herewith; (5ix) Business Days prior to the effective date of such amendment and (ii) such amendment there is not materially adverse to the interests of Agent no tax, levy, impost, deduction, charge or withholding imposed by Guarantor’s country or any Lender (it being agreed that without limiting political subdivision thereof on or by virtue of the foregoingexecution, any amendment that would otherwise cause an Event delivery or enforcement of Default shall be deemed materially adverse to such interests)this Agreement; (fx) each Existing Default which Guarantor has, independently and without reliance upon Lender and based on such documents and information as Guarantor has occurred is continuing; (g) Lenders have no obligation deemed appropriate, made Guarantor’s own credit analysis and decision to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of enter into this Agreement, and subject Guarantor has established adequate means of obtaining from any other source on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the financial condition, operations, properties and prospects of Borrower and any other relevant party; (xi) no person, including Lender, Borrower, has made any representation to Guarantor as to any matter which may affect or in any way relate to the compliance with financial condition, relationships or transactions of Borrower, or any other person, including the terms and conditions business, assets, liabilities, type or value of the Loan Documentsany security therefor, the Intercreditor Agreementfinancial condition, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity management or control of the Obligations and to the repossession and sale of the CollateralBorrower or any such other person; and (ixii) Lender is not obligated to notify Guarantor or any other person of any change in the recitals in this Agreement are true business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Borrower or of any other person, and correct in all respects.none of such changes shall release or otherwise impair any of the rights of Lender against Guarantor;

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) As of the executionClosing Date, delivery such Original Lien Grantor is duly organized, validly existing and performance in good standing, in each case where such concept exists, under the laws of this Agreement its jurisdiction of organization. (b) Schedule 1 lists all Equity Interests in Subsidiaries pledged by such Original Lien Grantor as of the Closing Date and identifies whether such Equity Securities are certificated. As of the Closing Date, such Original Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary or any other Loan Documents executed Person). (c) As of the Closing Date, all Collateral owned by such Original Lien Grantor is owned by it free and delivered clear of any Lien other than Permitted Liens. As of the Closing Date, all shares of capital stock of Subsidiaries included in connection herewith such Pledged Equity Interests have been duly authorized and validly issued and are fully paid and, to the extent applicable, non-assessable. As of the Closing Date, none of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (d) Such Lien Grantor has not performed any acts that could reasonably be expected to prevent the Administrative Agent from enforcing any of the provisions of the Collateral Documents or that would limit the Administrative Agent in any such enforcement. No effective financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by all requisite organizational action such Original Lien Grantor has been authorized by such Grantor on the part Closing Date, except (x) financing statements for which duly authorized proper termination statements have been delivered to the Administrative Agent for filing and (y) financing statements, fixture filings or other instruments similar in effect under any applicable Law filed in connection with Permitted Liens. (e) The Transaction Liens on all Collateral owned by such Original Lien Grantor or in which such Original Lien Grantor has rights (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if such Original Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations of such Original Lien Grantor. (f) When UCC financing statements describing the Collateral as described herein have been filed in the office of the secretary of state (or the analogous central filing office) of the applicable state of incorporation or organization with respect to such Loan Party, the Transaction Liens of such Loan Party and will not violate constitute perfected security interests in the constituent organizational documents of Collateral owned by such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require Original Lien Grantor to the creation or imposition of, any Lien, extent that a security interest or encumbrance on any therein may be perfected by the filing of a financing statement pursuant to the Uniform Commercial Code as in effect in the applicable jurisdiction, prior to all Liens except Permitted Liens. (g) None of the properties Collateral consisting of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium partnership or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as limited liability company interests (i) Parent provides Agent and Lenders with is dealt in or traded on a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and securities exchange or in a securities market, (ii) such amendment by its terms expressly provides that it is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions a security governed by Article 8 of the Loan DocumentsUCC, the Intercreditor Agreement(iii) is an investment company security, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (iiv) the recitals is held in this Agreement are true and correct in all respectsa Securities Account or (v) constitutes a Security or a Financial Asset.

General Representations and Warranties. Each Loan Party hereby jointly To induce Agent and severally Lenders -------------------------------------- to enter into this Agreement and to make available the Commitments, Borrower warrants and represents and warrants to Agent and Lenders that (a) that: 8.1.1. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, has the power to own Properties and to transact the business in which it is presently engaged or proposed to be engaged and is duly qualified and in good standing in each jurisdiction in which it presently is, or proposes to be, engaged in business; 8.1.2. The execution, delivery and performance by Borrower of this Agreement and any other Loan the DIP Financing Documents executed and delivered in connection herewith have are within Borrower's corporate power, has been duly authorized by all requisite organizational necessary or proper corporate action and, on the part date of such Loan Party initial funding of Revolver Loans hereunder, will be authorized by the Interim Financing Order pursuant to Sections 363 and 364 of the Bankruptcy Code; are not in contravention of any provision of their own organizational documents or bylaws; will not violate any Applicable Law (following entry of the constituent organizational documents Interim Financing Order); will not conflict with any material contract of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or Borrower; does not require the creation consent or imposition of, approval of any Lien, security interest Governmental Authority or encumbrance on any other Person other than the entry by the Court of the properties Interim Financing Order and thereafter the Final Financing Order; 8.1.3. Each of such Loan Party; (b) this Agreement and any other Loan the DIP Financing Documents executed and delivered in connection herewith have has been duly executed and delivered by each Loan Party Borrower and are the constitutes a legal, valid and binding obligation of each Loan PartyBorrower, enforceable against each Borrower in accordance with their respective its terms; 8.1.4. Upon entry of the Interim Financing Order, subject to applicable bankruptcyand thereafter upon entry of the Final Financing Order, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject the security interests granted pursuant to the existence of DIP Financing Documents constitute valid, enforceable, perfected and first priority Liens on the Existing DefaultsCollateral, except to the representations and warranties contained extent otherwise expressly provided in the Credit Intercreditor Agreement or the DIP Orders. 8.1.5. Borrower has no office or place of business, nor does Borrower store any Collateral, at any location other than those identified in Schedule 7.1.1; 8.1.6. All of Borrower's business, operations and other Loan Document Properties are true conducted, maintained and correct on and as of the date hereof and on and as of the date of execution hereofowned in accordance with Applicable Law, as though made on and as of each such dateincluding all Environmental Laws, except to the extent that any such noncompliance could not reasonably be expected to have a Material Adverse Effect and except as heretofore described by Borrower in cases where filings with the representation SEC; 8.1.7. Borrower has obtained and warranty specifically references an earlier date; (d) except holds in full force and effect all franchises, licenses, leases, permits, certificates, authorizations and approvals necessary for the Existing Defaultsoperation of its business as presently and proposed to be constructed to the extent that the failure to obtain same could not reasonably be expected to have a Material Adverse Effect; 8.1.8. Since the Petition Date, no Default or Event of Default under the Credit Agreement event has occurred and is continuing; (e) no Loan Party that has amended its constituent organizational documents after or could reasonably be expected to have a Material Adverse Effect upon the Effective Date; provided thatbusiness, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy financial condition or operations of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (Borrower or any of them); (h) absent the effectiveness Collateral; 8.1.9. The federal tax identification number of this Borrower is as shown in the Pre-Petition Loan Agreement, and subject Borrower has filed all federal, state and local tax returns and other reports that it is required by Applicable Law to file and has paid, or made for provision of the payment of, all Taxes upon it, its income and properties as and when such Taxes are due and payable, except to the compliance extent being Properly Contested; 8.1.10. There are no claims for brokerage commissions, finders' fees or investment banking fees in connection with the terms and conditions transactions contemplated by this Agreement or any of the Loan other DIP Financing Documents, the Intercreditor Agreement; 8.1.11. Borrower has, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited is in good standing with respect to, the right all Governmental Approvals which are necessary to accelerate the maturity of the Obligations continue to conduct its business as heretofore or proposed to be conducted by it and to the repossession own or lease and sale of the Collateral; to operate its Properties as now owned or leased by it and (i) the recitals in this Agreement are true and correct in all respects.which if not obtained could reasonably be expected to have a Material Adverse Effect;

General Representations and Warranties. Each Loan Party hereby jointly and severally represents and warrants to Agent and Lenders that that: (a) Such Loan Party is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Each Loan Party holds all its Equity Interests in its direct Subsidiaries directly or through a Subsidiary of such Loan Party (i.e., delivery not through a Securities Intermediary or any other Person). (c) All Pledged Equity Interests owned by such Loan Party are owned by it free and performance clear of any Lien other than (i) the Transaction Liens and (ii) any Liens permitted by clauses (a), (b) and (c) of Section 6.01 of the DIP Credit Agreement, it being understood that the Transaction Liens on all Pledged Equity Interests shall have the rank and status specified in Section 2.22(a) of the DIP Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Loan Party owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. Except as otherwise disclosed in Schedule 3(c) hereto, none of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Except for any such agreements existing as of the date hereof, such Loan Party is not and will not become a party to or otherwise bound by any agreement (except the DIP Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Such Loan Party is the legal and beneficial owner of all its Collateral (subject to exceptions that are, in the aggregate, not material to the value of the Collateral securing such Loan Party's obligations, taken as a whole), free and clear of any Lien other than Permitted Liens. (e) Such Loan Party has not performed any acts that might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. Each Loan Party will deliver to the Collateral Agent in accordance with Section 5.07 of the DIP Credit Agreement each of the UCC searches referred to therein. No Collateral owned by such Loan Party is in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than Permitted Liens and any Deposit Accounts, Security Accounts Instruments, Investment Property and Financial Assets of each Loan Party within the Existing Cash Management System on the date hereof (it being understood that nothing in this sentence shall be construed to modify or limit the obligations of the Loan Parties under Sections 6.10 or 6.13 of the DIP Credit Agreement). (f) The Transaction Liens on all Collateral owned by such Loan Party (i) following execution of this Agreement and any other Loan Documents executed and delivered in connection herewith the entry of the Interim Order, have been duly authorized by all requisite organizational action validly created, (ii) attach to each item of such Collateral on the part of first date on which both this Agreement has been executed by such Loan Party and the Interim Order has been entered (or, if such Loan Party first obtains rights thereto on a later date, on such later date), (iii) when so attached, will not violate secure the constituent organizational documents Secured Obligations of such Loan Party, contravene any contractual restrictionand (iv) will upon the entry of the Interim Order, have the priority described in Section 2.22(a) of the DIP Credit Agreement. (g) The information set forth in the Perfection Certificate delivered by such Loan Party in accordance with Section 5.07 of the DIP Credit Agreement will be, as of and at the time such certificate is delivered, correct and complete. (h) No authorization, approval or other action by, and no notice to or filing with, any lawgovernmental authority or regulatory body is required for the grant and pledge by such Loan Party of the security interests granted hereby, rule the validity and enforceability thereof or regulation for the execution, delivery or court or administrative decree or order binding on or affecting performance of this Agreement by such Loan Party or result in, or require for the creation or imposition of, any Lien, security interest or encumbrance on any perfection of the properties security interests or the exercise by the Collateral Agent of such Loan Party; (b) this Agreement its rights and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such dateremedies hereunder, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy the entry of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment Interim Order and (ii) such amendment is not materially adverse notice as may be required with respect to any Collateral consisting of franchise agreements or related licenses, or pursuant to statutes or regulations applicable to the interests Loan Parties' industry. (i) All of Agent such Loan Party's Inventory has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Fair Labor Standards Act, as amended. (j) No Loan DocumentsParty is the claimant with respect to any Commercial Tort Claims other than any Commercial Tort Claim set forth in Schedule 3(l), as such Schedule may be amended from time to time. If any Loan Party acquires a Commercial Tort Claim after the Intercreditor Agreementdate hereof, and applicable law, such Grantor will promptly grant a security interest in such Commercial Tort Claim (which shall be described in an addendum to this Agreement with the specificity required to satisfy said Official Comment 5) to the Collateral Agent and Lenders are entitled to exercise immediately their respective rights and remedies under for the Loan Documents, including, but not limited to, the right to accelerate the maturity benefit of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsSecured Parties.

General Representations and Warranties. Each Loan Party hereby jointly and severally represents and warrants to Agent and Lenders that that: (a) Such Loan Party is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Each Loan Party holds all its Equity Interests in its direct Subsidiaries directly or through a Subsidiary of such Loan Party (i.e., delivery not through a Securities Intermediary or any other Person). (c) All Pledged Equity Interests owned by such Loan Party are owned by it free and performance clear of any Lien other than (i) the Transaction Liens and (ii) any Liens permitted by clauses (a), (b) and (c) of Section 6.01 of the Amended and Restated DIP Credit Agreement, it being understood that the Transaction Liens on all Pledged Equity Interests shall have the rank and status specified in Section 2.22(a) of the Amended and Restated DIP Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Loan Party owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. Except as otherwise disclosed in Schedule 3(c) hereto, none of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Except for any such agreements existing as of the date hereof, such Loan Party is not and will not become a party to or otherwise bound by any agreement (except the Amended and Restated DIP Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Such Loan Party is the legal and beneficial owner of all its Collateral (subject to exceptions that are, in the aggregate, not material to the value of the Collateral securing such Loan Party's obligations, taken as a whole), free and clear of any Lien other than Permitted Liens. (e) Such Loan Party has not performed any acts that might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. Each Loan Party will deliver to the Collateral Agent in accordance with Section 5.07 of the Amended and Restated DIP Credit Agreement each of the UCC searches referred to therein. No Collateral owned by such Loan Party is in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than Permitted Liens and any Deposit Accounts, Security Accounts Instruments, Investment Property and Financial Assets of each Loan Party within the Existing Cash Management System on the date hereof (it being understood that nothing in this sentence shall be construed to modify or limit the obligations of the Loan Parties under Sections 6.10 or 6.13 of the Amended and Restated DIP Credit Agreement). (f) The Transaction Liens on all Collateral owned by such Loan Party following execution of this Agreement and any other Loan Documents executed and delivered in connection herewith the entry of the Interim Order, have been duly authorized by all requisite organizational action validly created, attach to each item of such Collateral on the part of first date on which both this Agreement has been executed by such Loan Party and the Interim Order has been entered (or, if such Loan Party first obtains rights thereto on a later date, on such later date), when so attached, will not violate secure the constituent organizational documents Secured Obligations of such Loan Party, contravene any contractual restrictionand will upon the entry of the Interim Order, have the priority described in Section 2.22(a) of the Amended and Restated DIP Credit Agreement. (g) The information set forth in the Perfection Certificate delivered by such Loan Party in accordance with Section 5.07 of the Amended and Restated DIP Credit Agreement will be, as of and at the time such certificate is delivered, correct and complete. (h) No authorization, approval or other action by, and no notice to or filing with, any lawgovernmental authority or regulatory body is required for the grant and pledge by such Loan Party of the security interests granted hereby, rule the validity and enforceability thereof or regulation for the execution, delivery or court or administrative decree or order binding on or affecting performance of this Agreement by such Loan Party or result in, or require for the creation or imposition of, any Lien, security interest or encumbrance on any perfection of the properties security interests or the exercise by the Collateral Agent of such Loan Party; (b) this Agreement its rights and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such dateremedies hereunder, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy the entry of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment Interim Order and (ii) such amendment is not materially adverse notice as may be required with respect to any Collateral consisting of franchise agreements or related licenses, or pursuant to statutes or regulations applicable to the interests Loan Parties' industry. (i) All of Agent such Loan Party's Inventory has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Fair Labor Standards Act, as amended. (j) No Loan DocumentsParty is the claimant with respect to any Commercial Tort Claims other than any Commercial Tort Claim set forth in Schedule 3(l), as such Schedule may be amended from time to time. If any Loan Party acquires a Commercial Tort Claim after the Intercreditor Agreementdate hereof, and applicable law, such Grantor will promptly grant a security interest in such Commercial Tort Claim (which shall be described in an addendum to this Agreement with the specificity required to satisfy said Official Comment 5) to the Collateral Agent and Lenders are entitled to exercise immediately their respective rights and remedies under for the Loan Documents, including, but not limited to, the right to accelerate the maturity benefit of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsSecured Parties.

General Representations and Warranties. Each Loan Party In order to induce Lessor to -------------------------------------- enter into, or accept, this Agreement and the other Transaction Documents, Lessee hereby jointly and severally represents and warrants to Agent Lessor (which representations and Lenders that warranties, together with any other representations and warranties of Lessee contained elsewhere in this Agreement, shall be deemed to be renewed as of the date of each Project Cost Reimbursement), as set forth below: (ai) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with its principal place of business, chief executive office and office where it keeps all of its books and records concerning the Project being located at the Project Site, and is duly qualified as a foreign corporation in good standing in the State of Oklahoma. (ii) Lessee has the corporate power to make, deliver and perform under the Transaction Documents, and has taken all necessary and appropriate corporate action to authorize the execution, delivery and performance of this the Transaction Documents. This Agreement constitutes, and any other Loan Documents the remainder of the Transaction Documents, as and when executed and delivered in connection herewith have been duly authorized by all requisite organizational action on for value received, will constitute, the part valid obligations of such Loan Party Lessee, legally binding upon it and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable against it in accordance with their respective terms. (iii) The undersigned officers of Lessee hold the offices specified hereinbelow and, subject in such capacities, are duly authorized and empowered to applicable bankruptcyexecute, insolvencyattest and deliver this Agreement and the remainder of the Transaction Documents for and on behalf of Lessee, reorganizationand to bind Lessee accordingly thereby. (iv) There are no legal proceedings pending (or, moratorium so far as Lessee or its officers know, threatened), before any court or administrative agency which, if adversely determined, could reasonably be expected to delay or impair materially the construction, installation or operation of the Project or, in any event, to result in a Material Adverse Change. (v) The execution, delivery and performance by Lessee of this Agreement and approval of the shareholders of Lessee, violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Lessee or of the articles (or certificates) of incorporation or bylaws of Lessee, or result in a breach of or constitute a default under any indenture or loan or credit agreement or any other laws affecting creditors’ rights generally agreement, lease or instrument to which Lessee is a party or by which it or its properties may be bound or affected; and subject to general principles Lessee is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. (vi) The financial statements of equity; (c) subject Lessee and for its most recently completed fiscal year and for that portion of its current fiscal year ended with that fiscal month of Lessee ended closest to the existence Closing Date for which financial statements have been prepared, including balance sheet, income statement and, if available, statement of changes in cash flow, copies of which heretofore have been furnished to Lessor, are complete and accurately and fairly represent the Existing Defaultsfinancial condition of Lessee, the representations results of its operations and warranties contained the transactions in the Credit Agreement and other Loan Document are true and correct on and its equity accounts as of the date hereof dates and on for the periods referred to therein, and have been prepared in accordance with GAAP. There are no material liabilities, direct or indirect, fixed or contingent, of Lessee as of the date of execution hereofsuch financial statements which are not reflected therein or in the notes thereto. No Material Adverse Change has occurred since the date of the balance sheet contained in the annual financial statement described hereinabove. (vii) Lessee has obtained all permits, as though made on licenses and as other authorizations which are required under, and is in material compliance with, all Environmental Laws, in respect of each such datethe Project and the Project Site. (viii) Lessee possesses all franchises, except in cases where the representation certificates, licenses, permits and warranty specifically references an earlier date; (d) except other authorizations from governmental political subdivisions or regulatory authorities, and all patents, trademarks, service marks, trade names, copyrights, licenses and other, similar rights, free from burdensome restrictions, that are necessary for the Existing Defaultsconstruction, no Default or Event of Default under the Credit Agreement has occurred installation, maintenance and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions operation of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsProject.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Lien Grantor represents and warrants to Agent and Lenders that that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) The Lien Grantor has not performed any acts that might prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after Effective Date. After the Effective Date; provided that, Parent the Collateral Agent or the Administrative Agent may amend obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Bylaws after Perfection Certificate, showing the date hereof so long filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to Any Inventory produced by the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders as amended. (j) The Existing Receivables SPV Accounts are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity all of the Obligations and to the repossession and sale of the Collateral; and accounts owned by Receivables SPV. Other than (i) the recitals Existing Receivables SPV Accounts, (ii) the Cash Collateral Account, and (iii) any Blocked Account, there are no accounts owned by the Lien Grantor or Receivables SPV into which any collections or other payments or proceeds in this Agreement are true and correct in all respectsrespect of Pledged Receivables may be deposited.

General Representations and Warranties. Each Loan Party hereby jointly and severally 5.1 The Borrower represents and warrants to Agent and Lenders that as follows: (a) It has the unqualified right to enter into this Agreement and to perform its terms and to grant all the rights, titles and interests granted herein. (b) No authorization, consent, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other person is required either (i) for the grant by the Borrower of the Security Interests granted hereby (excluding such licenses which, by their terms, required the consent of the licensor to assign the license but as to which the Borrower represents and warrants such consent has been made in writing, copies of which have been delivered to the Secured Party) or for the execution, delivery and or performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result inBorrower, or require (ii) for the creation perfection of or imposition ofthe exercise by the Secured Party of their rights and remedies hereunder in North America, any Lienexcept for the filing of this Agreement with the Patent and Trademark Office, security interest or encumbrance on any the Copyright Office and the filings required by the Uniform Commercial Code of the properties State of such Loan Party; (b) this Agreement Delaware, and except to the extent that the exercise of rights and remedies may be limited by any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws similar law affecting creditors’ rights generally and subject to or by general principles of equity; . (c) subject to The execution, delivery and performance by the existence Borrower of this Agreement does not and will not contravene any contractual restriction binding on or affecting the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct Borrower or any of its properties that has a reasonable likelihood of having a material adverse effect on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; Borrower or its assets. (d) except for the Existing Defaults, no Default or Event of Default under the Credit This Agreement has occurred been duly executed and delivered by the Borrower and is continuing; a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equity principles. (e) To the best of the Borrower's knowledge and except as has previously been disclosed to the Secured Party in writing, the Collateral does not infringe any rights owned or possessed by any third party. (f) To the best of the Borrower's knowledge, there are no Loan claims, judgments or settlements to be paid by the Borrower or pending claims or litigation relating to the Collateral. (g) Except as disclosed to the Secured Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days in writing prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, the Borrower has no knowledge of the existence of any right under any patent, trademark, license agreement, trade name, trade secret, know-how, confidential research, development and subject commercial information, or other proprietary information held by any other person that would preclude the Borrower from publishing, distributing, marketing, selling, or using any product currently made by it, being made for it or sold or used by it, imported by it or exported by it, as the case may be, or to use any processes currently used by it (except, in each case, to the compliance extent that the Borrower has granted an exclusive license to another person), or materially interfere with the terms and conditions ability of the Loan Documents, the Intercreditor AgreementBorrower to carry on its business as currently carried on or as it is proposed to be carried on, and applicable law, Agent the Borrower has no knowledge of any claim to the contrary that is likely to be made. (h) It is the sole legal and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity beneficial owner of the Obligations Patents set forth opposite its name on Schedule I hereto, free and to the repossession clear of any lien, security interest, option, charge, pledge, assignment (whether conditional or not), or any other encumbrance and sale no effective financing statement or other instrument similar in effect covering all or any part of such Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsSecured Party.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Lien Grantor represents and warrants to Agent and Lenders that that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after Effective Date. After the Effective Date; provided that, Parent the Collateral Agent or the Administrative Agent may amend obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Bylaws after Perfection Certificate, showing the date hereof so long filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. No registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to Any Inventory produced by the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that as follows: (a) It has full power, legal right and lawful authority to enter into this IP Security Agreement (and any IP Security Joinder Agreement applicable to it) and to perform its terms, including the grant of the Security Interests herein provided for. (b) No authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body or any other Person is required either (i) for the grant by such Grantor of the Security Interests granted hereby, or the collateral assignment hereunder, or for the execution, delivery and or performance of this IP Security Agreement and (or any other Loan Documents executed and delivered in connection herewith have been duly authorized IP Security Joinder Agreement applicable to it) by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result inGrantor, or require (ii) for the creation perfection of or imposition ofthe exercise by the Administrative Agent, any Lien, security interest or encumbrance on any behalf of the properties Secured Parties, of its rights and remedies hereunder, except (x) with respect to the Security Interests, the filing of this IP Security Agreement with the Patent and Trademark Office and the Copyright Office, as applicable, and the filings required by the Uniform Commercial Code of the State in which such Loan Party; Grantor is formed, (by) this Agreement with respect to the consummation of assignment pursuant to Section 4 above, the filing in the Patent and Trademark Office or the Copyright Office, as applicable, of the IP Assignments, and (z) to the extent that the exercise of rights and remedies may be limited by any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws similar law affecting creditors’ creditors rights generally and subject to or by general principles of equity; . (c) subject No action or proceeding is pending or, to such Grantor's knowledge, threatened seeking to limit, cancel or question the validity of any part of the Collateral, which such action or proceeding, if determined adversely to such Grantor, could reasonably be expected to have a Material Adverse Effect. (d) It has not granted any release, covenant not to xxx, or non-assertion assurance to any third person with respect to any material part of the Collateral. (e) The actions contemplated under or in connection with the Loan Documents will not impair the legal right of such Grantor to use any of the Collateral. (f) Except as set forth on Schedule 6(f) hereto, such Grantor has no knowledge of the existence of any right under any patent, trademark, license agreement, trade name, trade secret, know-how, confidential research, development and commercial information, or other proprietary information held by any other Person that would materially interfere with the Existing Defaultsability of such Grantor to carry on its business as currently carried on, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, Grantor has no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy knowledge of any such proposed amendment at least five (5) Business Days prior claim to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; contrary. (g) Lenders have no obligation None of such Grantor's Domestic Subsidiaries (except to make additional Loans the extent that such Subsidiaries are also Grantors hereunder or to extend grantors under any other financial accommodations Security Instrument relating to Loan Parties (such property) has an ownership interest in any patents, patent applications, copyrights, copyright applications, trademark, trade name, trade dress, service marks, trademark or service xxxx registrations or any applications for trademark or service xxxx registration or any other intellectual property of them); a nature that would be Collateral hereunder if owned by such Grantor. (h) absent the effectiveness of this AgreementNo claim has been made, and subject such Grantor has no knowledge of any claim, that the use by such Grantor of any Collateral does or may violate the rights of any Person, to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled extent that such claim could reasonably be expected to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectshave a Material Adverse Effect.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Borrower represents and warrants to Agent and Lenders that that: (a) It has good and marketable title to all of the executionCollateral, delivery free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (b) It has not performed any acts that would reasonably be likely to prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Credit Documents or that would limit the Administrative Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral. After the Closing Date, no Collateral will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; than a Permitted Lien. (c) subject The Transaction Liens on all Collateral (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (d) It has delivered a Perfection Certificate to the existence of the Existing Defaults, the representations Administrative Agent. The information set forth therein is correct and warranties contained complete in the Credit Agreement and other Loan Document are true and correct on and all material respects as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Closing Date. (e) no Loan Party has amended its constituent organizational documents after When UCC financing statements describing the Effective Date; provided thatCollateral as “all personal property” or “all assets” have been filed in the offices specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Collateral owned by the Borrower to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days UCC, prior to all Liens and rights of others therein other than any Permitted Lien. Except for the effective date filing of such amendment and (ii) such amendment UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Collateral Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is a duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Foreign Subsidiaries and Affiliates owned directly by such Lien Grantor as of the Effective Date. On or within 30 days (or such longer period as the Administrative Agent may approve, delivery such approval not to be unreasonably withheld) after the Effective Date, such Lien Grantor shall take such steps as may be necessary or as may be reasonably requested by the Collateral Agent to cause the Collateral Agent to have Control of all such Equity Interests which constitute Securities. (c) Schedule 2 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and performance Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of this Agreement which such Lien Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other Loan Documents executed than (i) the Transaction Liens and delivered in connection herewith have been duly authorized by all requisite organizational action on the part (ii) any tax liens and judgment liens that are Permitted Liens. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents) which restricts in any manner the rights of such Loan Partyany present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good title to all its Collateral (subject to exceptions that are, contravene in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (f) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens or other Liens permitted by the Credit Agreement. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (g) The Transaction Liens on all Collateral owned by such Lien Grantor (i have been validly created, (ii) will attach to each item of such Loan Party; (b) Collateral on the date this Agreement becomes effective as to such Lien Grantor (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor's Secured Guarantee, as the case may be. (h) Such Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as thereof. (i) Parent provides Agent and Lenders with When UCC financing statements describing the Collateral as set forth in such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a copy of any such proposed amendment at least five (5) Business Days security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. When, in addition to the effective date filing of such amendment UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 8(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements and (ii) such amendment Intellectual Property Filings, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to required in connection with the interests execution or delivery of Agent the Security Documents or any Lender is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens or for the enforcement of the Transaction Liens. (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (fj) each Existing Default which Such Lien Grantor has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtaken, and subject will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. On and after the applicable UCC Revision Date, such Lien Grantor will also take, and continue to take, all actions necessary under the UCC to perfect its interest in any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (k) Such Lien Grantor's Collateral is insured as required by the Credit Agreement. (l) All of such Lien Grantor's Inventory has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Buyer represents and warrants that: (i) The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (ii) The exact corporation name and Identification Number of the Buyer as appears in its certificate of incorporation is as follows: Cygne Designs, Inc. 2046198 (iii) The Buyer has not changed its name since its organization. (iv) The Buyer has not changed its corporate structure in any way within the past five years. (v) The chief executive office of the Buyer is located at the following address: New York 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 New York (vi) The Buyer has good and marketable title to Agent all its Collateral, free and Lenders that (a) clear of any Security Interest other than any Security Interest permitted by the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Secured Party, contravene including without limitation, the Senior Lender Security Interest (“Permitted Security Interests”). (vii) The Buyer has not performed any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan acts that could reasonably be expected to prevent the Secured Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on from enforcing any of the properties provisions of the Collateral Documents or that would limit the Secured Party in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage, or similar or equivalent document or instrument covering all or any other Loan Documents executed and delivered part of the Collateral owned by the Buyer is on file or of record in connection herewith have been duly executed and delivered by each Loan Party and are the legalany jurisdiction in which such filing or recording would be effective to perfect or record a Security Interest on such Collateral, valid and binding obligation of each Loan Partyexcept financing statements, enforceable in accordance with their respective termsmortgages, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject similar or equivalent documents with respect to general principles of equity; (c) subject to Permitted Security Interests. After the existence of Effective Time, no Collateral owned by the Existing Defaults, the representations and warranties contained Buyer will be in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default possession or Event of Default under the Credit Agreement has occurred and is continuing; control of any Person asserting any claim thereto or Security Interest therein, other than a Permitted Security Interest of a warehouseman, bailee, or agent. (eviii) no Loan Party has amended its constituent organizational documents after The Security Interests in all Collateral owned by the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as Buyer (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and have been validly created, (ii) will attach to each item of such amendment is not materially adverse Collateral at the Effective Time (or, if the Buyer first obtains rights thereto on a later date, on such later date), and (iii) when so attached will secure all of the Secured Obligations. (ix) When UCC financing statements describing the Collateral have been filed in the Delaware Secretary of State’s Office the Security Interest will constitute a perfected security interests in the Collateral owned by the Buyer to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Security Interests and rights of others therein except Permitted Security Interests. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to all or a portion of the Intellectual Property (including any future filings required pursuant to Section 5(a)), the Security Interests will constitute perfected security interests of Agent or any Lender (it being agreed that without limiting the foregoingin all right, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtitle, and subject interest of the Buyer in such Intellectual Property to the compliance with the terms extent that security interests therein may be perfected by such filings, prior to all Security Interests and conditions rights of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsothers therein except Permitted Security Interests.

General Representations and Warranties. Each Loan Party The Subscriber represents, warrants, certifies, acknowledges and covenants to and in favour of the Fund and the Manager as follows: 1. the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Fund and is able to bear the economic risk of loss of such investment; 2. the Subscriber has attained the age of majority and has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto; 3. this Subscription Agreement, when accepted, will constitute a legal, valid, binding and enforceable contract of the Subscriber, enforceable against the Subscriber in accordance with its terms; 4. the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any terms or provisions of any law applicable to the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which he or she is or may be bound; 5. the Subscriber is a resident of, or is otherwise subject to the securities laws of, the jurisdiction set out under “Name and Address SUBSCRIPTION AGREEMENT: INDIVIDUAL & JOINT SUBSCRIBER FOR CLASS A & I UNITS OF 3iQ GLOBAL CRYPTOASSET FUND of Subscriber” under “Subscriber Information” above and is not purchasing the Units for the account or benefit of any person in any jurisdiction other than such jurisdiction; 6. the Subscriber is aware that there are securities and tax laws applicable to the holding and disposition of the Units and has been given the opportunity to seek independent advice in respect of such laws and is not relying solely upon information from the Manager; 7. the Subscriber acknowledges that no prospectus has been filed with any securities commission or other regulatory body in connection with the issuance of the Units, such issuance is exempted from the prospectus requirements of applicable securities legislation; and a. the Subscriber may be restricted from using the civil remedies available, b. the Subscriber may not receive certain information, and c. the Fund is relieved from certain obligations, under certain applicable securities legislation which would otherwise be available if the Units were sold pursuant to a prospectus; 8. the Subscriber will not knowingly transfer his or her Units in whole or in part to a person without the approval of the Manager and will do so only in accordance with applicable securities laws; 9. the investment portfolio and trading procedures of the Fund are proprietary to the Fund and the Manager and all information relating to such investment portfolio and trading procedures shall be kept confidential by the Subscriber and will not be disclosed to third parties (excluding the Subscriber’s professional advisers) without the written consent of the Manager; 10. if the Subscriber is a non-resident person, distributions paid in cash will be net of applicable withholding taxes or, if the distributions are reinvested, they will be reinvested after applicable taxes have been withheld; 11. the Subscriber will execute and deliver all documentation and provide all such further information to the Manager as may be required from time to time in order for the Manager to satisfy its obligations under applicable securities legislation and anti-money laundering and anti- terrorist financing legislation, and to satisfy domestic and foreign tax reporting and similar filings, even though the Manager may be relying on the Subscriber's Agent identified in Section A to collect such information at first instance; 12. the Units cannot be sold or otherwise disposed of except in accordance with the provisions of the Declaration of Trust and applicable securities laws. The Subscriber is solely responsible for its compliance with such resale restrictions. The Subscriber is advised to seek legal advice prior to any resale of the Units subscribed for herein; 13. the sale and delivery of the Units was not accompanied by any advertisement of the Units and was made without general solicitation or advertisement of the Units, including the following: an advertisement, article, notice or other written or printed communication published in any newspaper, magazine or similar media or any communication broadcast over television or radio or any communication by means of recorded telephone messages or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; 14. the Subscriber is not acting jointly or in concert with any other person for the purpose of acquiring the Units; 15. the funds being used to purchase the Units hereunder do not represent proceeds of crime within the meaning of the Criminal Code (Canada). The Subscriber confirms that it is in compliance with (i) Part II.1 of the Criminal Code (Canada), (ii) the Proceeds of Crime (Money Laundering) and severally Terrorist Financing Act (Canada) (the “PoC Act”), (iii) the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada), and (iv) the United Nations Al- Qaida and Taliban Regulations (Canada). To the best of the Subscriber’s knowledge: none of the funds to be provided by the Subscriber: (i) has been or will be directly or indirectly derived from or is directly or indirectly related to any activity that is deemed illegal or criminal under the laws of any jurisdiction, or (ii) is being tendered on behalf of a person who has not been identified to the Subscriber. The Subscriber shall promptly notify the Fund and the Manager if the Subscriber discovers that any of such representations ceases to be true and undertakes to provide the Fund and the Manager with appropriate information in connection therewith. The Subscriber acknowledges and agrees that it will provide to the Fund and the Manager such supplemental or additional information as the Manager may request, and take such other reasonable actions upon request as may be advisable in the reasonable judgment of the Manager or its agents and advisors, to enable the Fund to satisfy and discharge its obligations under the PoC Act or any other similar laws. The Subscriber acknowledges that the Fund may in future be required by law to disclose the Subscriber’s name and other information relating to this Agreement on a confidential basis pursuant to the PoC Act; and 16. other than the Offering Memorandum, the Subscriber has relied only upon publicly available information relating to the Fund and not upon any other verbal or written representation or warranty in connection with the purchase of the Units, and the Subscriber acknowledges that the Manager and the Fund have not made any written representations, warranties or covenants in respect of such publicly available information, except as set forth in the Offering Memorandum. Without limiting the generality of the foregoing, except as may be provided in the Offering Memorandum, no person has made any written or oral representation to the Subscriber that any person will re-sell or re-purchase the Units, or refund any of the purchase price of the Units, or that the Units will be listed and posted for trading on an exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list and post the Units for trading on an exchange or quote the Units on any quotation and trade reporting system, and no person has given any undertaking to the Subscriber relating to the future value or price of the Units. Purchasing as Bare Trustee or Agent If a person is executing this Subscription Agreement as bare trustee or agent (including, for greater certainty, a dealing representative, a portfolio manager or comparable adviser) on behalf of the Subscriber (the “principal”), such person must provide evidence of such person’s authority satisfactory to the Manager and hereby separately represents and warrants to Agent the Manager that (i) such person is duly authorized to execute and Lenders that (a) the execution, delivery and performance of deliver this Subscription Agreement and any all other Loan Documents executed and delivered necessary documentation in connection herewith have with such purchase on behalf of such principal, to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, (ii) this Subscription Agreement has been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Partyauthorized, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party or on behalf of, and are the constitutes a legal, valid and binding obligation agreement enforceable against, such principal, (iii) it acknowledges that the Manager is required by law to disclose to certain regulatory and taxation authorities the identity of and certain information regarding the principal and has provided all the information concerning the principal as required by this Subscription Agreement and will provide any such further information as may hereafter be required; and (iv) for the purpose of assisting the Manager in filing with the Ontario Securities Commission its consolidated Monthly Report under section 83.11 of the Criminal Code (Canada), section 7 of the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (UN SupTerror), section 5.1 of the United Nations Al-Qaida and Taliban Regulations (UN Al-Qaida), section 11 of the Regulations Implementing the United Nations Resolution on Iran (UN Iran), section 11 of the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (UN NKorea) and all such other similar applicable regulations, the principal is not a “Designated Person” for the purposes of such regulations, and the bare trustee or agent will immediately advise the Manager if there is a change in such status. Such bare trustee or agent agrees to indemnify each Loan Partyof the Funds (as applicable) and the Manager against all losses, enforceable in accordance with their respective termsclaims, subject costs, expenses and damages or liabilities which it may suffer or incur arising from the reliance by the Fund or the Manager on such representation and warranty. Financial Reporting SUBSCRIPTION AGREEMENT: INDIVIDUAL & JOINT SUBSCRIBER FOR CLASS A & I UNITS OF 3iQ GLOBAL CRYPTOASSET FUND SECTION E – 3 by the Subscriber to applicable bankruptcygovernment authorities for anti- money laundering and anti-terrorist financing purposes. The Subscriber acknowledges that, insolvencyif the Subscriber is or becomes named on or blocked by any Prohibited List, reorganizationor if the Manager or the The Subscriber hereby agrees that, moratorium until he or she elects otherwise, the Subscriber does not want to receive annual and interim financial statements in respect of the Fund. The Subscriber understands that he or she may change this instruction by completing Section D. Consent to Electronic Delivery of Documents and other Email Communications Unless otherwise instructed in Section D, the Subscriber consents to the delivery of financial information and other reports electronically at the email address set out under “Subscriber Information” above. Furthermore, by signing this Subscription Agreement, the Subscriber also consents to receiving updates, promotional emails and other commercial electronic messages from the Manager unless the Subscriber withdraws consent by checking the box in Section D or otherwise notifies the Manager. The Subscriber hereby acknowledges that where any subscription agreement, redemption request, transfer request or other laws affecting creditors’ rights generally and subject to general principles of equity; document (c“Document”) subject is sent to the existence Manager or the Administrator by way of facsimile or electronic transmission the Existing Defaultsfact that a transmission report produced by the originator of such transmission discloses that the transmission was sent will not be sufficient proof of receipt by the Manager and the Administrator. Neither the Fund, the representations and warranties contained in Manager nor the Credit Agreement and other Loan Document are true and correct Administrator will be liable for any loss arising as a result of acting or failing to act on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy basis of any such proposed amendment at least five (5) Business Days prior Document sent by facsimile or electronic transmission. The Subscriber agrees to indemnify the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan DocumentsFund, the Intercreditor AgreementManager and the Administrator from and against any and all actions, losses, costs, charges, expenses and applicable law, Agent demands of any and Lenders are entitled to exercise immediately their respective rights and remedies under every kind which may at any time hereafter be incurred by the Loan Documents, including, but not limited toFund, the right Manager or the Administrator in consequence of accepting and acting upon or failing to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsact upon any Document sent as aforesaid.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Pledgor represents and warrants to Agent and Lenders that that: (a) Such Pledgor is duly organized, validly existing and in good standing under the execution, delivery laws of the jurisdiction identified as its jurisdiction of organization in Schedule 1 hereto. (b) Schedule 1 lists all Equity Interests in Material Subsidiaries or Material Guarantors owned by such Pledgor as of the Issue Date. (c) Such Pledgor owns its Collateral free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered than Permitted Encumbrances. All shares of capital stock included in connection herewith such Pledged Equity Interests have been duly authorized and validly issued and, in the case of Pledged Equity Interests issued by all requisite organizational action on an entity organized under the part laws of a jurisdiction of the United States, are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Except as otherwise permitted in the Indenture, such Pledgor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing DefaultsIndenture, the representations Pledge Documents and warranties contained the other Secured Agreements) which restricts in any manner the Credit Agreement and other Loan Document are true and correct on and as rights of the date hereof and on and as any present or future holder of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; any Pledged Equity Interest with respect thereto. (d) except for The Transaction Liens granted hereby on all Collateral owned by such Pledgor (i) have been validly created, (ii) will attach to each item of such Collateral on the Existing DefaultsIssue Date (or, no Default if such Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or Event of Default under such Pledgor's Secured Guarantee, as the Credit Agreement has occurred and is continuing; case may be. (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days Immediately prior to delivery of the effective date of such amendment and (ii) such amendment is not materially adverse Pledged Equity Interests to the interests of Agent Collateral Agent, such Pledgor holds all Pledged Equity Interests owned by it directly (i.e., not through a Subsidiary, a Securities Intermediary (as defined in the UCC) or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interestsother Person); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders . All Pledged Equity Interests are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsrepresented by a certificate.

General Representations and Warranties. Each Loan Party hereby jointly and severally Guarantor represents and warrants to Agent and Lenders that that: (a) the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as Such Guarantor (i) Parent provides Agent is duly organized and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment validly existing and (ii) such amendment is not materially adverse in good standing (to the interests extent such concept is applicable) under the laws of the jurisdiction of its incorporation or organization (except, in each case referred to in clauses (i) (except with respect to the Parent) and (ii), to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or result in the imposition of substantial penalties). (b) In executing and delivering this Agreement (including providing its Guarantee), such Guarantor has (i) without reliance on the Administrative Agent or any Lender other Guaranteed Party or any information received from the Administrative Agent or any other Guaranteed Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated by the Loan Documents and Parent, the Borrower and their respective Subsidiaries, the business, assets, operations, prospects and condition, financial or otherwise of Parent, the Borrower and their respective Subsidiaries, and any circumstances which may bear upon such transactions or the obligations and risks undertaken herein with respect to the Obligations, (ii) adequate means to obtain from Parent, the Borrower and their respective Subsidiaries on a continuing basis information concerning Parent, the Borrower and such Subsidiaries, (iii) access to the Loan Documents and any other documents executed in connection with the Loan Documents as it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation deems appropriate to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and determinations set forth in clause (i) above, and (iv) not relied and will not rely upon any representations or warranties of the recitals in this Agreement are true and correct in all respectsAdministrative Agent or any other Guaranteed Party not embodied herein or any acts heretofore or hereafter taken by the Administrative Agent or any other Guaranteed Party (including any review by the Administrative Agent or any other Guaranteed Party of the affairs of Parent, the Borrower or their respective Subsidiaries).

General Representations and Warranties. Each Loan Party 6.01. Principal hereby jointly and severally represents and warrants to Agent Lender as follows, which representations and Lenders that warranties shall be deemed to be repeated at all times throughout the term of this Agreement: (a) It is and will continue to be at all times during the term of this Agreement: (i) duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and (iii) in lawful compliance with the provisions of the Advisers Act. Principal further covenants and agrees that it shall notify Lender in writing immediately upon the revocation, restriction, or suspension of such registration or Principal’s failure to maintain such registration or comply with any applicable provision of the Advisers Act. Principal has provided Lender a true and complete copy of Parts I and II of its Form ADV. Principal shall promptly provide Lender copies of any revised or supplements to Parts I and II of its Form ADV during the term of this Agreement. (b) It has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Its execution of this Agreement and the performance of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement. This Agreement has been executed by a duly authorized representative of Principal, and this Agreement is a valid, legal and binding contract of Principal, enforceable against Principal in accordance with its terms, except as such enforceability may be limited or denied by (i) applicable laws relating to the rehabilitation, liquidation, conservation and dissolution of insolvent insurers, as well as other laws affecting creditors’ rights and (ii) general principles of equity. (c) Neither the execution of this Agreement nor the acts contemplated hereby nor compliance by it with any provisions hereof will (i) violate any provision of its limited liability company agreement or other organizational documents, (ii) violate any statute, law, judgment, decree, order, regulation or rule of any court or governmental authority applicable to it, or (iii) be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which it may be bound which violation, conflict, default, termination or absence, in the aggregate, would have a material adverse effect on its financial condition. Principal is and will remain in compliance (and Principal will not contract with any affiliate who performs services pursuant to this Agreement unless such affiliate is and will remain in compliance), in all material respects, with the laws, statutes, rulings, rules, regulations and judicial decisions applicable to Principal or such affiliate to the extent necessary to perform its obligations under this Agreement (or such subcontract between Principal and its affiliate). (d) It has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by any governmental authority in order for it to satisfy its obligations under this Agreement. Principal, when required, will comply with, all material regulations, registrations, filings, approvals, authorizations, consents or examinations required by the United States Securities and Exchange Commission, United States Department of Labor or any other regulatory authority. No consent, approval, authorization or order of, or registration or filing with or notice to, any court or governmental agency or body is required for the execution, delivery and performance by Principal of, or compliance by Principal with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, orders, registrations, filings or notices, if any, that have been obtained or made. (e) The personnel of Principal responsible for discharging Principal’s duties and obligations under this Agreement have the necessary qualifications, knowledge, experience, expertise and integrity to perform their responsibilities. (f) It is, and at all times will remain, in compliance with all Federal Regulations and Executive Orders administered by the Office of Foreign Assets Control. Neither Principal nor any Principal affiliate, is a “Specially Designated National” or a “Blocked Person” as those terms are defined in the Office of Foreign Asset Control Regulations (31 CFR Section 500 et seq.). (g) It is, and at all times will remain, in compliance with the USA Patriot Act of 2001, as amended. (h) Principal Life Insurance Company is and shall remain qualified, whether by registration or applicable exemption from registration, as a recognized and licensed mortgage lender at the time of closing of any Investment originated by Principal in each jurisdiction in which the real property associated with such Investments is located. Principal is and shall remain qualified, whether by registration or applicable exemption from registration, as a recognized and licensed mortgage servicer at the time it performs servicing functions under this Agreement with respect to any Investment in each jurisdiction in which the real property associated with such Investments is located. The licensing described in this paragraph by Principal is and shall be sufficient to enable Principal and its affiliates who perform services under this Agreement to comply with all registration, licensing and qualification requirements of each applicable jurisdiction in connection with the origination, closing and servicing of each Investment. (i) All of the services that Principal has been engaged to perform pursuant to this Agreement are services that Principal provides to other third parties in the ordinary course of its business pursuant to agreements similar to this Agreement. (j) Principal further represents and warrants as to the matters listed in Exhibit D attached hereto and made a part hereof for each Investment when such Investment is acquired or originated, to the extent such representations and warranties can be made or Principal discloses any exceptions to Lender. 6.02. Lender hereby represents and warrants to Principal as follows, which representations and warranties shall be deemed to be repeated at all times throughout the term of this Agreement Agreement: (a) It is the owner of all of the funds deposited or to be deposited by Lender, if any, with Principal pursuant to the Accounting and any other Loan Documents executed Reporting Service Level Agreement. (b) It has requested and delivered received all information from Principal that Lender considers relevant to the engagement of Principal contemplated by the Agreement. (c) It is duly organized, validly existing and in connection herewith good standing under the laws of the State of Maryland. (d) It has the power and authority to enter into this Agreement, to carry out its obligations hereunder, and to invest in the types of Investments contemplated by this Agreement. The execution of this Agreement, the performance of Lender’s obligations hereunder, and the making of such Investments have been duly authorized by all requisite organizational action Lender and no other proceedings on the part of Lender or any member are necessary to authorize this Agreement or such Loan Party Investments. This Agreement has been executed by a duly authorized representative of Lender, and this Agreement is a valid, legal and binding contract of Lender, enforceable against Lender in accordance with its terms, except as such enforceability may be limited or denied by (i) applicable laws relating to the rehabilitation, liquidation, conservation and dissolution of insolvent companies, as well as other laws affecting creditor’s rights, and (ii) general principles of equity. (e) Neither the execution of this Agreement nor the acts contemplated hereby by Lender, nor compliance by Lender with any provisions of this Agreement will not (i) violate the constituent any provision of its limited liability company agreement or other organizational documents of such Loan Partydocuments, contravene (ii) violate any contractual restrictionstatute, any law, rule or judgment, decree, order, regulation or rule of any court or administrative decree governmental authority applicable to it, or order binding on (iii) be in conflict with, or affecting such Loan Party constitute a default under, or result inpermit the termination of, or require the creation consent of any person under, any agreement to which it may be bound which violation, conflict, default, termination or imposition absence, in the aggregate, would have a material adverse effect on its financial condition. If Principal becomes aware of any licensing requirements that could be imposed on Lender relating to Investments hereunder, Principal shall notify Lender as to such information. Lender is and will remain in compliance in all material respects, with the laws, statutes, ruling, rules, regulations and judicial decisions applicable to Lender to the extent necessary to perform its obligations under this Agreement. (f) Lender has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by any governmental authority in order for Lender to enter into this Agreement. Lender will, when required, comply with all material regulations, filings, approvals, authorizations, consents or examinations required by the United States Securities and Exchange Commission, United States Department of Labor or any other regulatory authority. No consent, approval, authorization or order of, or registration or filing with or notice to any Liencourt or governmental agency or body is required for the execution, security interest delivery and performance by Lender of, or encumbrance on any compliance by Lender with, this Agreement or the consummation of the properties of transactions contemplated by this Agreement, except for such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith consents, approvals, authorizations, orders, filings, registrations or notices, if any, that have been duly executed obtained or made. (g) It is, and delivered at all times will remain, in compliance with all Federal Regulations and Executive Orders administered by each Loan Party and the Office of Foreign Assets Control. Lender is not a “Specially Designated National” or a “Blocked Person” as those terms are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained defined in the Credit Agreement Office of Foreign Asset Control Regulations (31 CFR Section 500 et seq.). (h) It is, and other Loan Document are true and correct on and as at all times will remain, in compliance with the USA Patriot Act of the date hereof and on and as of the date of execution hereof2001, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as amended. (i) Parent provides Agent and Lenders with a copy It has received Part II of any such proposed amendment Principal’s Form ADV at least five forty-eight (548) Business Days hours prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness its execution of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Seller represents and warrants that all articles supplied under Purchaser’s Purchase Order have been produced, sold, delivered, and furnished in strict compliance with all applicable national and local laws, rules, regulations, and orders pertaining to Agent applicable product and Lenders that (a) service quality and safety standards; manufacturer, importer, distributor, or supplier licensing and registration requirements; warranties required by national and local laws, rules, regulations, and orders for the execution, delivery goods or services in issue; and performance employment or labor standards. Seller shall execute and deliver such documents as may be required by the central or any state or local governing body to effect compliance. Seller shall also deliver to Purchaser such documents as Purchaser requests as evidence of compliance. All laws and regulations required in agreements of this Agreement character are hereby incorporated by this reference. Seller shall defend and hold Purchaser harmless from any action which may be instituted against Purchaser or any liability which may be imposed or threatened against A. No article supplied under Purchase Order subject to the Food Safety & Standards Act, 2006, as amended and the Rules made there-under (“FSSA”) is unsafe, substandard, adulterated or misbranded as defined under FSSA and is an article which may not, under the provisions of the FSSA be manufactured, imported, distributed, stored, sold or introduced into the market except under license specified under FSSA B. No article supplied under Purchase Order subject to the Drugs & Cosmetics Act, 1940, as amended and the Rules made there-under (“DCA”) is sub-standard, adulterated, misbranded or spurious as defined under DCA and is an article which may not, under the provisions of the DCA be manufactured, imported, distributed, stored, sold or introduced into the market except under license specified under DCA C. No article supplied under Purchase Order is produced in violation either the FSSA or the DCA (FSAA and DCA collectively referred to as “Acts”), that Seller has the valid license and regulatory approvals, and has not been prohibited, to manufacture, store, market, distribute or sell such article under the applicable Acts and that Seller has not, to its knowledge, used in any capacity in connection with the filling of the Purchaser’s Purchase Order the services of any individual or person (as defined in the applicable Acts) who is not approved, licensed or otherwise prohibited by the relevant Authority/ies under the provisions of the applicable Acts or any other Loan Documents executed and delivered statute in connection herewith have been duly authorized by all requisite organizational action on the part India. If at any xxxx Xxxxxx learns that this warranty is no longer accurate, Seller shall immediately notify Purchaser of such Loan Party changed circumstances; D. No article, software, services, or product supplied under the Purchase Order is produced in violation of the Minimum Wages Xxx 0000 and will that the price of any article supplied under Purchase Order does not violate any provision of the constituent organizational documents Competition Act, 2002 E. No article, software, App, services, or product supplied under the Purchase Order, including Work Product (hereafter defined), infringes the claim of any trademark, copyright, patent, or other proprietary right of a third party; however, Seller does not warrant against infringement to the extent caused by the use of the article in combination with other material except that if Seller has knowledge of such Loan Partyintended combination, contravene Seller warrants, to its best knowledge, no third party rights will be infringed by such use; F. All articles, software, App or product supplied under Purchase Order shall be shipped in full compliance with packaging, labeling, shipping, and documentation requirements, including requirements concerning hazardous materials, substances, and waste of all national, state or local government agencies or authorities and applicable international authorities regulating any segments or modes of transportation employed to effect delivery of such articles to Purchaser, and all hazardous materials, substances, and waste shall be packaged, marked, and labeled in accordance with the Hazardous Wastes (Management and Handling) Rules, 1989, as amended and other applicable statutes rules, regulations, directions and orders issued by relevant Government Authorities, including without limitations, the Indian Customs Department and the relevant Pollution Control Boards, as well as International Civil Aviation Organization, and the International Maritime Organization; G. Without limiting Seller’s liability to Purchaser or third parties hereunder, Seller shall maintain Commercial General Liability Insurance to include contractual restrictionand products/completed operations coverages to meet its indemnification obligations under this Purchase Order or loss as required by applicable international, any lawcountry, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result innational state, or require the creation local laws, regulations or imposition oforders. All such insurance shall be primary and not contributory with regard to any other available insurance to Purchaser. Seller represents and warrants that it shall promptly file all claims made under this Purchase Order with its insurance carriers, any LienSeller agrees to defend, security interest indemnify, and hold harmless Purchaser against all liability, costs, expenses (including attorney fees), damages and judgments occasioned by or encumbrance on resulting from breach of any of the properties foregoing warranties. Seller warrants that all of such Loan Party; (b) this Agreement the articles and any other Loan Documents executed all of the material furnished under a Purchase Order are free and delivered clear of all liens and encumbrances whatsoever and that Seller has a good and marketable title to same and Seller agrees to hold Purchaser free from defects in connection herewith have been duly executed materials and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject workmanship will conform to applicable bankruptcyspecifications, insolvencydrawings, reorganization, moratorium samples or other laws affecting creditors’ rights generally descriptions given, and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be free from defect. The aforesaid express warranty shall be in addition to any standard warranty or service guarantee given to Purchaser by Seller. All warranties shall be construed as conditions as well as warranties and shall not be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any be exclusive. Seller represents and warrants that it will comply, at all times, with Purchaser’s Supplier Code of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsConduct.

General Representations and Warranties. Each Loan Party The undersigned hereby jointly and severally acknowledges, represents and warrants to Agent and Lenders agrees with the Company, with full knowledge that the Company intends to rely hereon, as follows: (a) The undersigned is acquiring the executionSecurities for the undersigned’s own account as principal, delivery for investment purposes only, and performance not with a view to, or for, resale or distribution of all or any part of the Securities, and no other person has a direct or indirect beneficial interest in such Securities. (b) The undersigned acknowledges its understanding that the Securities are being offered and sold without registration under the Securities Act or the securities laws of any state, in reliance upon the exemptions from the registration provisions of the Securities Act and the regulations thereunder afforded by Section 4(2) of the Securities Act and Regulation D promulgated thereunder, and that such reliance is predicated in part on the undersigned’s representations and warranties set forth in this Subscription Agreement. (c) The undersigned will not sell or otherwise transfer the Securities without registration under the Securities Act, or satisfying an exemption therefrom and fully understands and agrees that the undersigned must bear the economic risk of the undersigned’s purchase of the Securities for an indefinite period of time. (d) The undersigned agrees to the placement of the following legend on any certificate representing the Securities: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS. (e) The undersigned has the financial ability to bear the economic risk of the investment by the undersigned in the Securities, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the Securities. (f) If the undersigned is: i. an individual, the undersigned is at least 21 years of age, and a bona fide resident of the state set forth on the signature page hereof, the address set forth is the undersigned’s true and correct residence address; and the undersigned is legally empowered to enter into binding contracts pursuant to the laws of such state; or ii. a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is formed and validly subsisting under the laws of its jurisdiction of formation, it is authorized and qualified to become a holder of Securities, it has not been formed for the sole purpose of acquiring the Securities, and the person signing this Subscription Agreement and any other Loan Documents executed and delivered in connection herewith have on its behalf has been duly authorized by all requisite organizational action on to do so. (g) Any information which the part of such Loan Party undersigned has heretofore furnished and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject furnishes to the existence of Company with respect to the Existing Defaults, the representations undersigned’s financial position and warranties contained in the Credit Agreement business experience is correct and other Loan Document are true and correct on and as of the date hereof and on and complete as of the date of execution hereofthis Subscription Agreement and if there should be any material change in such information prior to issuance to the undersigned of Securities, the undersigned will immediately furnish such revised or corrected information to the Company. (h) The undersigned acknowledges that the undersigned has not purchased the Securities as though made on and as a result of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default any general solicitation or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as general advertising. (i) Parent provides Agent The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and Lenders with the undersigned’s prospective investment in the Company will not cause such overall commitment to become excessive. (j) Nothing contained herein should be construed as tax advice to the undersigned; and the undersigned represents and warrants that the undersigned has secured independent tax advice related to its purchase of the Securities and the underlying securities of the Company; that the Securities are speculative investments which involve a copy high degree of risk, including, without limitation, the risk of loss of the undersigned’s entire investment; and that no governmental agency has made any finding or determination as to the fairness of the investment, nor any recommendation or endorsement of the Securities. (k) The entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any such proposed amendment at least five of the terms and provisions of any law applicable to, or the constating documents of, the undersigned or of any agreement, written or oral, to which the undersigned may be a party or by which the undersigned is bound. (5l) Business Days prior to The undersigned: i. has been furnished with, has carefully read and understands the effective date of such amendment Memorandum and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Subscription Agreement, and subject has relied solely on the information included therein and herein; ii. has been given the opportunity to ask questions of and receive answers from the compliance with Company concerning the terms and conditions of the Loan DocumentsOffering, and has been given the opportunity to obtain such additional information necessary for the undersigned to evaluate the merits and risks of investment in the Securities to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and such information has not been furnished with any other offering literature except as referred to herein; iii. has not relied on any oral representation, warranty or information in connection with the Offering from the Company, or any officer, employee, agent, representative or affiliate of the Company; iv. has determined the Securities are a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s entire investment therein; v. must bear the substantial economic risks of the investment in the Securities indefinitely because the Securities may not be sold or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from such registration is available; and vi. has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the Securities. (m) To the extent that the undersigned has not sought specific information regarding the Company, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under Offering or the Loan Documents, including, but not limited toSecurities, the right undersigned represents that it had no interest in doing so and that such matters are not material to accelerate the maturity undersigned in connection with an investment in the Securities. (n) The undersigned agrees to notify the Company upon the occurrence of any event which would cause any of the Obligations undersigned’s foregoing representations or warranties to be false or incorrect. (o) The undersigned acknowledges and to agrees that the repossession foregoing acknowledgments, representations, warranties and sale of agreements shall survive the Collateral; and (i) closing at which the recitals in this Agreement Securities are true and correct in all respectsissued.

General Representations and Warranties. Each Loan Party hereby jointly To induce Lender to enter into this Agreement and severally to make advances hereunder, each Obligated Borrower and Corporate Guarantor warrants, represents and warrants covenants to Agent Lender that: (A) Each Obligated Borrower, Corporate Guarantor and Lenders that any Subsidiary are entities duly organized, validly existing and in good standing as provided in the Corporate Information Schedule and have duly qualified and are authorized to do business and are in good standing as foreign corporations in all states and jurisdictions where the character of their Properties or the nature of their activities make such qualification necessary and the failure to qualify would have a Material Adverse Effect. (aB) During the preceding five (5) years, none of U.S. Borrowers or U.S. Holdings Guarantor has and none of the European Borrowers or European Guarantor has, during the preceding two (2) years, been known as or used any corporate, fictitious or trade names, and has had no office, place of business or agent for service of process located in any state or county except as disclosed in the Corporate Information Schedule. (C) Each Obligated Borrower and Corporate Guarantor has the right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party. Such execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational necessary corporate action on the part of such Loan Party and do not and will not violate (i) require any consent or approval of the constituent organizational documents shareholders of such Loan Party, any Obligated Borrower or Corporate Guarantor; (ii) contravene any contractual restrictionObligated Borrower or Corporate Guarantor's charter, articles of incorporation or by- laws; (iii) violate, or cause any Obligated Borrower or Guarantor to be in default under, any provision of any law, rule rule, regulation, order, writ, judgment, injunction, decree, determination or regulation award in effect having applicability to any Obligated Borrower or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan PartyCorporate Guarantor; (biv) this Agreement and result in a breach of or constitute a default under any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium indenture or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default loan or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.credit

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is a corporation duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 2 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Except as set forth on the Perfection Certificate of such Lien Grantor, all Pledged Equity Interests owned by such Lien Grantor are owned by it free and delivered clear of any Lien other than (i) the Transaction Liens and (ii) any tax liens, judgment liens and other Permitted Liens. All shares of capital stock included in connection herewith such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Note Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Except as set forth on the Perfection Certificate of such Loan PartyLien Grantor, contravene such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (e) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan acts that would prevent the Secured Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on from enforcing any of the properties provisions of the Security Documents or that would limit the Secured Party in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (f) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor's Secured Guarantee, as the case may be. (g) Such Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Secured Party. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of Effective Date. On the date of execution hereofEffective Date, such Lien Grantor shall file the necessary UCC financing statements and, as though made soon as practicable following the Effective Date, make all necessary filings with respect to the intellectual property rights necessary to perfect the Transaction Liens on the Collateral. All filing fees and taxes payable in connection with such filings shall be paid by the Lien Grantor. As soon as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents practical after the Effective Date; provided that, Parent such Lien Grantor will furnish to the Secured Party a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on its Collateral. (h) When UCC financing statements describing the Collateral as set forth in Schedule 1 to such Lien Grantor's Perfection Certificate have been properly and timely filed in the offices specified in such Perfection Certificate, and the necessary filings are properly and timely made with respect to intellectual property rights, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as UCC, prior to all Liens and rights of others therein except Permitted Liens. (i) Parent provides Agent Such Lien Grantor has taken, and Lenders with a copy will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (j) Such Lien Grantor's Collateral is insured as required by the Transaction Agreement. (k) All of such amendment is not materially adverse to the interests of Agent Lien Grantor's Inventory has or any Lender (it being agreed that without limiting the foregoingwill have been produced in compliance, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementin all material respects, and subject to the compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, as amended. (l) All copyright, patent and trademark registrations and applications owned by Company on the Intercreditor Agreement, and applicable law, Agent and Lenders date hereof are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectslisted on Exhibit C attached hereto.

General Representations and Warranties. Each Loan Party hereby jointly and severally Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in the Perfection Certificate. (b) Such Lien Grantor has good title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) Such Lien Grantor has not knowingly performed any acts that prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Collateral Documents or that would materially limit the Administrative Agent in any such Loan Party; enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (bx) this Agreement financing statements with respect to which duly executed termination statements shall have been delivered to the Administrative Agent not later than the Effective Date and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a Lien thereon, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; than a Permitted Lien. (d) except for The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Existing DefaultsEffective Date (or, no Default or Event of Default under if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Credit Agreement has occurred and is continuing; Secured Obligations. (e) Such Lien Grantor has delivered a counterpart to the Perfection Certificate to the Administrative Agent. (f) When UCC financing statements describing the Collateral as set forth in the Perfection Certificate have been filed in the offices specified in the Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no Loan Party registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) Such Lien Grantor has amended taken, and will continue to take, all actions necessary under the UCC to perfect its constituent organizational documents after interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) Any Inventory produced by such Lien Grantor in the Effective Date; provided thatUnited States has or will have been produced in compliance, Parent may amend its Bylaws after in all material respects, with the date hereof so long applicable requirements of the Fair Labor Standards Act, as amended. (i) Parent provides Agent and Lenders with Other than a copy Restricted Account, there is no deposit account owned by such Lien Grantor into which any collections or other payments or proceeds in respect of any such proposed amendment at least five (5) Business Days prior Collateral are to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsdeposited.

General Representations and Warranties. Each Loan Party hereby jointly and severally represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any As of the properties of such Loan Party; Effective Date and (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject except as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the those particular representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and expressly made only as of the date hereof and on and Effective Date) as of the date of execution hereofeach Credit Event, each Lien Grantor represents and warrants that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as though made its jurisdiction of organization in its Perfection Certificate. (b) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) Such Lien Grantor has not performed any acts that might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on and as file or of each record in any jurisdiction in the United States or Canada in which such datefiling or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in cases where the representation and warranty specifically references an earlier date; possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) except for The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Existing DefaultsEffective Date (or, no Default if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or Event of Default under such Lien Grantor’s Secured Guarantee, as the Credit Agreement has occurred and is continuing; case may be. (e) no Loan Party Such Lien Grantor has amended its constituent organizational documents after delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date; provided that. (f) When UCC financing statements describing the Collateral as set forth in such Lien Grantor’s Perfection Certificate have been filed in the offices specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may amend be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its Bylaws after interest in any Receivables purchased or otherwise acquired by it in a transaction subject to Article 9 of the date hereof so long UCC, as against its assignors and creditors of its assignors. (h) Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any Any Inventory produced by such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and delivered Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in connection herewith respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents) which restricts in any manner the rights of such Loan Partyany present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, contravene in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (f) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (g) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Closing Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and delivered in connection herewith (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (h) When the relevant Mortgages have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaultsdelivered, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct Transaction Liens on and all Real Property Collateral owned by such Lien Grantor as of the date hereof Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the date Closing Date. (j) When UCC financing statements describing the Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of execution hereofothers therein except Permitted Liens. When, as though in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made on with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and as 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of each such dateLien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except in cases where the representation and warranty specifically references an earlier date; (d) except Permitted Liens. Except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date filing of such amendment and UCC financing statements, (ii) such amendment is not materially adverse Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Pledged leasehold interests and (iv) the due recordation of Agent the Mortgages, no registration, recordation or filing with any Lender governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (fk) each Existing Default which Such Lien Grantor has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtaken, and subject will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (l) Such Lien Grantor’s Collateral is insured as required by the Loan Agreement. (m) All of such Lien Grantor’s Inventory has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party To induce Lenders to make the Loan, Borrower hereby jointly and severally represents and warrants to Administrative Agent and Lenders that except as otherwise disclosed to Administrative Agent in writing (a) Borrower has complied with any and all Laws and regulations concerning its organization, existence and the executiontransaction of its business, delivery and performance of has the right and power to own the Property and to develop the Improvements as contemplated in this Agreement and any the other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan PartyDocuments; (b) this Agreement Borrower is authorized to execute, deliver and any other perform all of its obligations under the Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equityDocuments; (c) subject to the existence Loan Documents are valid and binding obligations of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier dateBorrower; (d) except for Borrower is not in violation of any Law, regulation or ordinance, or any order of any court or Tribunal, and no provision of the Existing DefaultsLoan Documents violates any applicable Law, no Default any covenants or Event restrictions affecting the Property, any order of Default under any court or Tribunal or any contract or agreement binding on Borrower or the Credit Agreement has occurred and is continuingProperty; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment extent required by applicable Law, Borrower and (ii) such amendment is not materially adverse Guarantor have filed all necessary tax returns and reports and have paid all taxes and governmental charges thereby shown to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests)owing; (f) each Existing Default which has occurred the Land is continuingnot part of a larger tract of land owned by Borrower or any of its affiliates or any Guarantor, is not otherwise included under any unity of title or similar covenant with other lands not encumbered by the Mortgage, and constitutes a separate tax lot or lots with a separate tax assessment or assessments for the Land and Improvements, independent of those for any other lands or improvements; (g) Lenders have no obligation to make additional Loans the Land and Improvements comply with all Laws and governmental requirements, including all subdivision and platting requirements, without reliance on any adjoining or to extend any other financial accommodations to Loan Parties (or any of them)neighboring property; (h) absent the effectiveness Improvements comply with all legal requirements regarding access and facilities for handicapped or disabled persons; (i) Borrower has not directly or indirectly conveyed, assigned or otherwise disposed of this Agreementor transferred (or agreed to do so) any development rights, air rights or other similar rights, privileges or attributes with respect to the Property, including those arising under any zoning or land use ordinance or other Law or governmental requirement; (j) the Financial Statements delivered to Administrative Agent are true, correct, and subject complete in all material respects, and there has been no event or condition that could reasonably be expected to have a Material Adverse Effect in Borrower’s or Guarantor’s financial condition from the compliance with financial condition of Borrower or Guarantor (as the terms case may be) indicated in such Financial Statements; (k) all utility services necessary for operation of the Improvements for their intended purpose are available at the boundaries of the Land, including electric and conditions of natural gas facilities, telephone service, water supply, storm and sanitary sewer facilities; (l) except as otherwise provided for in the Loan Documents, Borrower has made no contract or arrangement of any kind the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled performance of which by the other party thereto would give rise to exercise immediately their respective rights and remedies under a lien on the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the CollateralProperty; and (im) the recitals in this Agreement are true current and correct in anticipated use of the Property complies with all respectsapplicable zoning ordinances, regulations and restrictive covenants affecting the Land without the existence of any variance, non-complying use, nonconforming use or other special exception, all use restrictions of any Tribunal having jurisdiction have been satisfied, and no violation of any Law or regulation exists with respect thereto.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and delivered Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in connection herewith respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any other Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents and any agreement permitted under the Loan Documents) which restricts in any manner the rights of such Loan Partyany present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, contravene in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (f) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (g) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Closing Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and delivered in connection herewith (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (h) When the relevant Mortgages have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaultsdelivered, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct Transaction Liens on and all Real Property Collateral owned by such Lien Grantor as of the date hereof Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the date Closing Date. (j) When UCC financing statements describing the Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of execution hereofothers therein except Permitted Liens. When, as though in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made on with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and as 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of each such dateLien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except in cases where the representation and warranty specifically references an earlier date; (d) except Permitted Liens. Except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date filing of such amendment and UCC financing statements, (ii) such amendment is not materially adverse Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Pledged leasehold interests and (iv) the due recordation of Agent the Mortgages, no registration, recordation or filing with any Lender governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (fk) each Existing Default which Such Lien Grantor has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtaken, and subject will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection of) its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (l) Such Lien Grantor’s Collateral is insured as required by the Loan Agreement. (m) All of such Lien Grantor’s Inventory has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Borrower represents and warrants to Agent and Lenders that that: (a) It has good and marketable title to all its Collateral, free and clear of any Lien other than Permitted Liens. (b) It has not performed any acts that would reasonably be likely to prevent the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Credit Documents or that would limit the Administrative Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral. After the Closing Date, no Collateral owned by the Borrower will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; than a Permitted Lien. (c) subject The Transaction Liens on all Collateral owned by the Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (d) It has delivered a Perfection Certificate to the existence of the Existing Defaults, the representations Administrative Agent. The information set forth therein is correct and warranties contained complete in the Credit Agreement and other Loan Document are true and correct on and all material respects as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Closing Date. (e) no Loan Party When a UCC financing statement describing the Collateral as “all personal property” or “all assets” has amended its constituent organizational documents after been filed in the Effective Date; provided thatoffice specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Collateral owned by the Borrower to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days UCC, prior to all Liens and rights of others therein other than any Permitted Lien. Except for the effective date filing of such amendment and (ii) such amendment UCC financing statement, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Collateral Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. (a) Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent that: (i) Such Lien Grantor is a corporation duly organized, validly existing and Lenders that in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (aii) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the execution, delivery Transaction Liens and performance (ii) any liens that are Permitted Liens. All shares of this Agreement and any other Loan Documents executed and delivered capital stock included in connection herewith such Pledged Equity Interests have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except (x) the constituent organizational documents Loan Documents and (y) with respect to Pledged Equity Interests of any issuer that is not a Subsidiary of such Loan PartyLien Grantor, contravene agreements granting rights of first refusal and similar rights to shareholders of such issuer) which restricts in any contractual restrictionmanner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (iii) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require Lien other than Permitted Liens. (iv) Such Lien Grantor has not performed any acts that could reasonably be expected to prevent the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement (it being understood, and the parties hereto having acknowledged pursuant to Section 5, that certain restrictions on such enforcement exist under applicable law). No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. (v) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations purported to be secured by such item of Collateral pursuant to Section 2. (vi) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. Within 60 days after the Effective Date, such Lien Grantor will furnish to the Collateral Agent a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on its Collateral. (vii) When UCC financing statements describing the Collateral as set forth in Schedule 2 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, (and, in the case of Transaction Liens granted by QwestDex, (x) the filing of certain intellectual property filings, (y) the due recordation of mortgages and (z) the filing of assignments and notices of assignment with the relevant Governmental Authority regarding government contracts between such Lien Grantor and a Governmental Authority), no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or (except as otherwise set forth in Section 5) enforceability thereof or for the perfection or due recordation of the Transaction Liens or (except as otherwise set forth in Section 5) for the enforcement of the Transaction Liens. (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject In addition to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained set forth in subsection (a) above, QwestDex represents and warrants that: (i) As of the Credit Agreement and other Loan Document are true and correct on and Effective Date, such Lien Grantor does not own any Equity Interests in Subsidiaries or Affiliates. (ii) Schedule 1 lists, as of the date hereof Effective Date, all Securities owned by such Lien Grantor. (iii) Such Lien Grantor has taken, and on and as of the date of execution hereofwill continue to take, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default all actions necessary under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended UCC to perfect its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as interest in (i) Parent provides Agent any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and Lenders with a copy creditors of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (iv) Such Lien Grantor's Collateral is insured as required by the Credit Agreement. (v) All of such amendment is not materially adverse to the interests of Agent Lien Grantor's Inventory has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and as amended. (c) In addition to the repossession representations and sale warranties set forth in subsection (a) of the Collateral; this Section 3, each of QSC and QwestDex Holdings represents and warrants that: (i) Schedule 2 lists all of the recitals in this Agreement are true notes or other Instruments evidencing Debt owing to such Lien Grantor as of the Effective Date. (ii) As of the Effective Date, such Lien Grantor has delivered to the Collateral Agent as Collateral hereunder all notes and correct in all respectsInstruments evidencing Debt owing to such Lien Grantor.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is a duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) Such Lien Grantor has not performed any acts that might prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any other Loan Documents executed and delivered jurisdiction in connection herewith have been duly executed and delivered by each Loan Party and are the legalwhich such filing or recording would be effective to perfect or record a Lien on such Collateral, valid and binding obligation of each Loan Partyexcept financing statements, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium mortgages or other laws affecting creditors’ rights generally and subject similar or equivalent documents with respect to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; Permitted Liens. (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as The Transaction Liens on all Collateral owned by such Lien Grantor (i) Parent provides Agent and Lenders with a copy have been validly created, (ii) will attach to each item of any such proposed amendment at least five (5) Business Days prior to Collateral on the effective date of this Agreement (or, if such amendment Lien Grantor first obtains rights thereto on a later date, on such later date) and (iiiii) when so attached, will secure all the Secured Obligations or such amendment is not materially adverse Lien Grantor's Secured Guarantee, as the case may be. (e) Such Lien Grantor has delivered a Perfection Certificate to the interests Collateral Agent. The information set forth therein is correct and complete as of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event effective date of Default shall be deemed materially adverse to such interests); this Agreement. (f) each Existing Default which has occurred When UCC financing statements describing the Collateral as set forth in such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is continuing; required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) Lenders have no obligation Such Lien Grantor has taken, and will continue to make additional Loans take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. On and after the applicable UCC Revision Date, such Lien Grantor will also take, and continue to extend take, all actions necessary under the UCC to perfect its interest in any other financial accommodations to Loan Parties (Payment Intangibles or any promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of them); its assignors. (h) absent Such Lien Grantor's Collateral is insured as required by the effectiveness Credit Agreement. (i) All of this Agreement, and subject to the such Lien Grantor's Inventory has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally represents and warrants to Agent and Lenders that (a) Seller has no actual knowledge that the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any present use of the properties of such Loan Party; Property is not in compliance with applicable zoning laws and ordinances, (b) this Agreement the Rent Roll attached hereto as Exhibit 12 is, and any other Loan Documents executed the Updated Rent Roll delivered at the Closing will be, true, complete and accurate in all material respects and the Leases delivered in connection herewith to Buyer are all of the Leases, true complete and correct copies of which have been duly executed and delivered by each Loan Party and are the legalto Buyer, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence best of Seller's knowledge, no tenant or other occupant under the Existing DefaultsLeases and no other person, firm, corporation or other entity has any right or option to acquire the representations Property, or any part thereof, from Seller, and warranties contained no person, firm, corporation or entity has the right to possess the Property other than tenants in possession pursuant to the Leases which are described in the Credit Agreement and other Loan Document are true and correct on and Rent Roll, (d) attached hereto as Exhibit 13 is Seller's most recent aged delinquency report as of the date hereof and on and as of the date of execution hereofEffective Date for tenants, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and which is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsmaterial respects as of the Effective Date, (e) Exhibit 14 is a schedule of all tenant security deposits held by Seller, and (f) to the best of Seller's knowledge, Seller has not received any written notice from any tenant under any of the Leases claiming that Seller is in default of its obligations under any of the Leases which has not been cured, (g) to the best of Seller's knowledge, Seller has received no written notice that the Property is, or will be on the Closing Date, in violation of any requirement of any laws and regulations, including, without limitation, the Americans with Disabilities Act and the regulations and Accessibility Guidelines for Buildings and Facilities issued pursuant thereto, (h) to the best of Seller's knowledge, there are no special assessments filed and pending, or proposed, against the Property or any portion thereof, including, without limitation, any street improvement or special district assessments; (i) to the best of Seller's knowledge, Seller has not received notice of any so-called "linkage" payments, "impact fees", "voluntary contributions", or "voluntary payments" due and/or payable with respect to the Property, and to Seller's actual knowledge, there are no such payments due and/or payable, and (j) as part of the Feasibility Documents, Seller has delivered to Buyer tabulations ("Tabulations") of tenant gross sales reports with respect to the Property received from tenants since Seller's ownership of the Property.

General Representations and Warranties. Each Loan Party hereby jointly and severally Borrower represents and warrants to Agent Lender, as of the date of this Agreement and Lenders that (a) as of the date of each Warehousing Advance Request and the making of each Warehousing Advance, that: Place of Business Borrower's chief executive office and principal place of business is , , , . Organization; Good Standing; Subsidiaries Borrower is a duly organized, validly existing and in good standing under the laws of the State of , and has the full legal power and authority to own its property and to carry on its business as currently conducted. Borrower is duly qualified as a foreign to do business and is in good standing in each jurisdiction in which the transaction of its business makes qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on Borrower's business, operations, assets or financial condition as a whole. For the purposes of this Agreement, good standing includes qualification for all licenses and payment of all taxes required in the jurisdiction of its incorporation and in each jurisdiction in which Borrower transacts business. Borrower has no Subsidiaries except as set forth on Exhibit D, which sets forth with respect to each Subsidiary, its name, address, jurisdiction of organization, each state in which it is qualified to do business, and the percentage ownership of its capital stock by Borrower. Each of Borrower's Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has the full legal power and authority to own its property and to carry on its business as currently conducted. Authorization and Enforceability Borrower has the power and authority to execute, deliver and perform this Agreement, the Warehousing Note and other Loan Documents to which Borrower is party and to make the borrowings under this Agreement. The execution, delivery and performance by Borrower of this Agreement Agreement, the Warehousing Note and any the other Loan Documents executed to which Borrower is party and delivered in connection herewith the making of the borrowings under this Agreement, and the Warehousing Note, have been duly and validly authorized by all requisite organizational necessary corporate action on the part of such Loan Party Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not (a) conflict with or violate the constituent organizational documents any provision of such Loan Party, contravene any contractual restriction, any law, rule of any judgments binding upon Borrower, or regulation of the articles of incorporation or court by- laws of Borrower, or administrative decree or order binding on or affecting such Loan Party (b) conflict with or result inin a breach of, constitute a default or require any consent under, or result in or require the acceleration of any indebtedness of Borrower under any agreement, instrument or indenture to which Borrower is a party or by which Borrower or its property may be bound or affected, or result in the creation of any Lien upon any property or imposition ofassets of Borrower (other than the Lien on the Collateral granted under this Agreement). This Agreement, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement Warehousing Note and any the other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are constitute the legal, valid and binding obligation obligations of each Loan PartyBorrower, enforceable in accordance with their respective terms, subject to applicable except as limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other such laws affecting the enforcement of creditors’ rights generally ' rights. Approvals The execution and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness delivery of this Agreement, the Warehousing Note and subject to the compliance with other Loan Documents and the terms and conditions performance of the Loan DocumentsBorrower's obligations under this Agreement, the Intercreditor Warehousing Note and the other Loan Documents and the validity and enforceability of this Agreement, the Warehousing Note and applicable lawthe other Loan Documents do not require any license, Agent consent, approval or other action of any state or federal agency or governmental or regulatory authority other than those that have been obtained and Lenders are entitled to exercise immediately their respective rights remain in full force and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectseffect.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any laws of the properties jurisdiction identified as its jurisdiction of such Loan Party; organization in its Perfection Certificate. (b) this Agreement Schedule 1 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (c) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (d) No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Loan Documents executed Person having a claim thereto or security interest therein, other than a Permitted Lien. (e) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and delivered in connection herewith (iii) when so attached, will secure such Lien Grantor’s Transaction Guarantee. (f) When the relevant Mortgages have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaultsdelivered, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct Transaction Liens on and all Real Property Collateral owned by such Lien Grantor as of the date hereof Effective Date will have been validly created and will secure such Lien Grantor’s Transaction Guarantee. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (g) Such Lien Grantor has delivered a Perfection Certificate to the Administrative Agent. The information set forth therein is correct and complete as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that. (h) When UCC financing statements describing the Collateral as set forth in Schedule 1 to such Lien Grantor’s Perfection Certificate have been filed in the offices specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date filing of such amendment UCC financing statements and (ii) such amendment the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to required in connection with the interests execution or delivery of Agent the Security Documents or any Lender is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (fi) each Existing Default which Such Lien Grantor has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementtaken, and subject will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (j) Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (k) All of such Lien Grantor’s Inventory has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly Assignor represents, warrants and severally represents covenants, which representations, warranties and warrants to Agent covenants shall survive execution and Lenders that (a) the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, as follows: (a) [intentionally omitted] (b) such Assignor has good and marketable title in fee simple to, or a valid leasehold interest in, or a valid contractual agreement to use, all its material real property, and good title to, or a valid leasehold interest in, or a valid contractual agreement to use, all its other material property, and none of such property is subject to any Lien except for Permitted Liens; (c) this Agreement (together, with respect to the compliance shares of capital stock of Foreign Subsidiaries, such other necessary or advisable pledge agreements or other security agreements or instruments properly executed, delivered, recorded and registered by the holder of such shares under all applicable foreign laws) creates security interests which are enforceable against such Assignor in all Collateral now owned and hereafter acquired by such Assignor and which are, upon filing of all appropriate financing statements, intellectual property filings, railcar filings and, with respect to shares of capital stock in Foreign Subsidiaries, any necessary filings in foreign jurisdictions contemplated hereby and the delivery of the Pledged Securities to the Collateral Agent in accordance with the terms hereof (other than with respect to the shares of capital stock of Foreign Subsidiaries which are not certificated), perfected security interests (other than in the Excluded Foreign or Transportation Assets); (d) [intentionally omitted] (e) such Assignor is the direct and conditions sole legal and equitable owner of any and all Pledged Debt and Pledged Intercompany Notes indicated on Schedule B as being owned by it. Such Assignor has good and marketable title to such Pledged Debt and has all requisite rights, power, and authority to pledge and deliver such Pledged Debt to the Collateral Agent pursuant hereto. Such Pledged Debt is free and clear of all Liens, other than Permitted Liens. Such Assignor has not amended any term of or waived any rights under the Pledged Intercompany Notes held by it. The pledge, assignment and delivery of the Loan DocumentsPledged Intercompany Notes to or on behalf of the Collateral Agent pursuant to this Agreement creates a valid, continuing, perfected Lien on such Pledged Intercompany Notes in favor of the Intercreditor AgreementCollateral Agent, for the benefit of the Collateral Agent and the Secured Parties, subject only to Section 1.3; and (f) such Assignor is the record and beneficial owner of each share of the Pledged Stock indicated on Schedule C as being owned by it and such Pledged Stock represents the percentage (on a fully diluted basis) of the issued and outstanding capital stock of its issuer as set forth on Schedule C. All of such shares of the Pledged Stock are duly authorized, validly issued, fully paid and non-assessable (or, with respect to the Foreign Subsidiaries, to the extent such concepts are applicable under the laws under which such Subsidiaries are organized). Such Assignor has good and marketable title to such Pledged Stock and has all requisite rights, power, and applicable lawauthority to pledge and deliver such Pledged Stock to the Collateral Agent pursuant hereto (or, with respect to the shares of capital stock of any Foreign Subsidiaries that are not certificated, to execute, deliver, record and register any and all pledges or charges on such shares which are necessary or advisable to create a first priority perfected security interest in such shares). Such Pledged Stock is free and clear of all Liens, options, warrants, puts, calls, or other rights of third persons, other than Permitted Liens. The pledge, assignment and delivery of such Pledged Stock to or on behalf of the Collateral Agent pursuant to this Agreement creates valid, continuing, perfected Liens on such Pledged Stock in favor of the Collateral Agent, for the benefit of the Collateral Agent and Lenders are entitled the Secured Parties, subject only to exercise immediately their respective Section 1.3. Each Assignor indicated on Schedule C as owning shares in a Foreign Subsidiary has executed and delivered and will promptly following the date hereof record and register, any and all pledges, charges and other instruments necessary to create valid, continuing, perfected Liens (or the equivalent rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity applicable laws of the Obligations and to the repossession and sale relevant foreign jurisdictions) on such Pledged Stock in favor of the Collateral; Collateral Agent, for the benefit of the Collateral Agent and (i) the recitals in this Agreement are true and correct in all respectsSecured Parties, subject to Section 1.3.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Lien Grantor represents and warrants to Agent and Lenders that that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) The Lien Grantor has not performed any acts that might prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (x) financing statements with respect to the security agreement dated as of November 30, 2001 between the Borrower and the Collateral Agent and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after Effective Date. After the Effective Date; provided that, Parent the Collateral Agent or the Administrative Agent may amend obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Bylaws after Perfection Certificate, showing the date hereof so long filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to Any Inventory produced by the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders as amended. (j) The Existing Receivables SPV Accounts are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity all of the Obligations and to the repossession and sale of the Collateral; and accounts owned by Receivables SPV. Other than (i) the recitals Existing Receivables SPV Accounts, (ii) the Cash Collateral Account, and (iii) any Blocked Account, there are no accounts owned by the Lien Grantor or Receivables SPV into which any collections or other payments or proceeds in this Agreement are true and correct in all respectsrespect of Pledged Receivables may be deposited.

General Representations and Warranties. (I) Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists, delivery as of the Effective Date, (i) all Securities owned by such Lien Grantor that are Pledged pursuant to this Agreement, (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements, and performance (iii) all Deposit Accounts owned by such Lien Grantor. (c) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of this Agreement and any Lien other than Permitted Liens. (d) Such Lien Grantor has not performed any acts that might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Loan Documents executed Person having a claim thereto or security interest therein, other than a Permitted Lien. (e) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and delivered complete as of the Effective Date. Within 60 days after the Effective Date, such Lien Grantor will furnish to the Collateral Agent a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on its Collateral. (f) When UCC financing statements describing the Collateral have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the collateral described therein owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is required in connection herewith with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (II) The Issuer represents and warrants that: (a) The Issuer owns and holds the Pledged Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person) as of the Effective Date. (b) All Pledged Equity Interests owned by the Issuer are owned by it free and clear of any Lien other than (g) the Transaction Liens and (h) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which the Issuer owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. The Issuer is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Noteholder Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (III) Evergreen Operations represents and warrants that: (a) Evergreen Operations hereby (i) acknowledges the security interest of the Collateral Agent in such Pledged Equity Interest granted by the Issuer hereunder, (ii) confirms that it has not received notice of any other Lien (except Permitted Liens) as of the Effective Date in such Pledged Equity Interests (and has not agreed to accept instructions from any other Person in respect of such Loan PartyPledged Equity Interests), contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting (iii) agrees that it will comply with the instructions with respect to such Loan Party or result in, or require Pledged Equity Interests originated by the creation or imposition of, any Lien, security interest or encumbrance on any Collateral Agent without further consent of the properties Issuer and (iv) otherwise agrees that it will be bound by the terms of such Loan Party; this Agreement relating to the Pledged Equity Interests issued by it. (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject Evergreen Operations hereby consents to the existence extent required by applicable organizational documents to the pledge by the Issuer, pursuant to the terms hereof, of the Existing DefaultsPledged Equity Interests, and upon the representations occurrence and warranties contained in during the Credit Agreement and other Loan Document are true and correct on and as continuance of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this AgreementDefault, and subject to the compliance with transfer of such Pledged Equity Interests to the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Collateral Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations or its nominee and to the repossession and sale substitution of the Collateral; Collateral Agent or its nominee as the substituted partner or member in such limited liability company with all rights, powers and (i) the recitals in this Agreement are true and correct in all respectsduties of a limited member.

General Representations and Warranties. Each Loan Party 6.01. Principal hereby jointly and severally represents and warrants to Agent Lender as follows, which representations and Lenders that warranties shall be deemed to be repeated at all times throughout the term of this Agreement: (a) It is and will continue to be at all times during the term of this Agreement: (i) duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and (iii) in lawful compliance with the provisions of the Advisers Act. Principal further covenants and agrees that it shall notify Lender in writing immediately upon the revocation, restriction, or suspension of such registration or Principal’s failure to maintain such registration or comply with any applicable provision of the Advisers Act. Principal has provided Lender a true and complete copy of Parts I and II of its Form ADV. Principal shall promptly provide Lender copies of any revised or supplements to Parts I and II of its Form ADV during the term of this Agreement. (b) It has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Its execution of this Agreement and the performance of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement. This Agreement has been executed by a duly authorized representative of Principal, and this Agreement is a valid, legal and binding contract of Principal, enforceable against Principal in accordance with its terms, except as such enforceability may be limited or denied by (i) applicable laws relating to the rehabilitation, liquidation, conservation and dissolution of insolvent insurers, as well as other laws affecting creditors’ rights and (ii) general principles of equity. (c) Neither the execution of this Agreement nor the acts contemplated hereby nor compliance by it with any provisions hereof will (i) violate any provision of its limited liability company agreement or other organizational documents, (ii) violate any statute, law, judgment, decree, order, regulation or rule of any court or governmental authority applicable to it, or (iii) be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which it may be bound which violation, conflict, default, termination or absence, in the aggregate, would have a material adverse effect on its financial condition. Principal is and will remain in compliance (and Principal will not contract with any affiliate who performs services pursuant to this Agreement unless such affiliate is and will remain in compliance), in all material respects, with the laws, statutes, rulings, rules, regulations and judicial decisions applicable to Principal or such affiliate to the extent necessary to perform its obligations under this Agreement (or such subcontract between Principal and its affiliate). (d) It has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by any governmental authority in order for it to satisfy its obligations under this Agreement. Principal, when required, will comply with, all material regulations, registrations, filings, approvals, authorizations, consents or examinations required by the United States Securities and Exchange Commission, United States Department of Labor or any other regulatory authority. No consent, approval, authorization or order of, or registration or filing with or notice to, any court or governmental agency or body is required for the execution, delivery and performance by Principal of, or compliance by Principal with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, orders, registrations, filings or notices, if any, that have been obtained or made. (e) The personnel of Principal responsible for discharging Principal’s duties and obligations under this Agreement have the necessary qualifications, knowledge, experience, expertise and integrity to perform their responsibilities. (f) It is, and at all times will remain, in compliance with all Federal Regulations and Executive Orders administered by the Office of Foreign Assets Control. Neither Principal nor any Principal affiliate, is a “Specially Designated National” or a “Blocked Person” as those terms are defined in the Office of Foreign Asset Control Regulations (31 CFR Section 500 et seq.). (g) It is, and at all times will remain, in compliance with the USA Patriot Act of 2001, as amended. (h) Principal Life Insurance Company is and shall remain qualified, whether by registration or applicable exemption from registration, as a recognized and licensed mortgage lender at the time of closing of any Investment originated by Principal in each jurisdiction in which the real property associated with such Investments is located. Principal is and shall remain qualified, whether by registration or applicable exemption from registration, as a recognized and licensed mortgage servicer at the time it performs servicing functions under this Agreement with respect to any Investment in each jurisdiction in which the real property associated with such Investments is located. The licensing described in this paragraph by Principal is and shall be sufficient to enable Principal and its affiliates who perform services under this Agreement to comply with all registration, licensing and qualification requirements of each applicable jurisdiction in connection with the origination, closing and servicing of each Investment. (i) All of the services that Principal has been engaged to perform pursuant to this Agreement are services that Principal provides to other third parties in the ordinary course of its business pursuant to agreements similar to this Agreement. (j) Principal further represents and warrants as to the matters listed in Exhibit D attached hereto and made a part hereof for each Investment when such Investment is acquired or originated, to the extent such representations and warranties can be made or Principal discloses any exceptions to Lender. 6.02. Lender hereby represents and warrants to Principal as follows, which representations and warranties shall be deemed to be repeated at all times throughout the term of this Agreement Agreement: (a) It is the owner of all of the funds deposited or to be deposited by Lender, if any, with Principal pursuant to the Accounting and any other Loan Documents executed Reporting Service Level Agreement. (b) It has requested and delivered received all information from Principal that Lender considers relevant to the engagement of Principal contemplated by the Agreement. (c) It is duly organized, validly existing and in connection herewith good standing under the laws of the State of Maryland. (d) It has the power and authority to enter into this Agreement, to carry out its obligations hereunder, and to invest in the types of Investments contemplated by this Agreement. The execution of this Agreement, the performance of Lender’s obligations hereunder, and the making of such Investments have been duly authorized by all requisite organizational action Lender and no other proceedings on the part of Lender or any member are necessary to authorize this Agreement or such Loan Party Investments. This Agreement has been executed by a duly authorized representative of Lender, and this Agreement is a valid, legal and binding contract of Lender, enforceable against Lender in accordance with its terms, except as such enforceability may be limited or denied by (i) applicable laws relating to the rehabilitation, liquidation, conservation and dissolution of insolvent companies, as well as other laws affecting creditor's rights, and (ii) general principles of equity. (e) Neither the execution of this Agreement nor the acts contemplated hereby by Lender, nor compliance by Lender with any provisions of this Agreement will not (i) violate the constituent any provision of its limited liability company agreement or other organizational documents of such Loan Partydocuments, contravene (ii) violate any contractual restrictionstatute, any law, rule or judgment, decree, order, regulation or rule of any court or administrative decree governmental authority applicable to it, or order binding on (iii) be in conflict with, or affecting such Loan Party constitute a default under, or result inpermit the termination of, or require the creation consent of any person under, any agreement to which it may be bound which violation, conflict, default, termination or imposition absence, in the aggregate, would have a material adverse effect on its financial condition. If Principal becomes aware of any licensing requirements that could be imposed on Lender relating to Investments hereunder, Principal shall notify Lender as to such information. Lender is and will remain in compliance in all material respects, with the laws, statutes, ruling, rules, regulations and judicial decisions applicable to Lender to the extent necessary to perform its obligations under this Agreement. (f) Lender has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by any governmental authority in order for Lender to enter into this Agreement. Lender will, when required, comply with all material regulations, filings, approvals, authorizations, consents or examinations required by the United States Securities and Exchange Commission, United States Department of Labor or any other regulatory authority. No consent, approval, authorization or order of, or registration or filing with or notice to any Liencourt or governmental agency or body is required for the execution, security interest delivery and performance by Lender of, or encumbrance on any compliance by Lender with, this Agreement or the consummation of the properties of transactions contemplated by this Agreement, except for such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith consents, approvals, authorizations, orders, filings, registrations or notices, if any, that have been duly executed obtained or made. (g) It is, and delivered at all times will remain, in compliance with all Federal Regulations and Executive Orders administered by each Loan Party and the Office of Foreign Assets Control. Lender is not a "Specially Designated National" or a "Blocked Person" as those terms are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained defined in the Credit Agreement Office of Foreign Asset Control Regulations (31 CFR Section 500 et seq.). (h) It is, and other Loan Document are true and correct on and as at all times will remain, in compliance with the USA Patriot Act of the date hereof and on and as of the date of execution hereof2001, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as amended. (i) Parent provides Agent and Lenders with a copy It has received Part II of any such proposed amendment Principal’s Form ADV at least five forty-eight (548) Business Days hours prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness its execution of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is a corporation duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Except as set forth on the Perfection Certificate of such Lien Grantor, all Pledged Equity Interests owned by such Lien Grantor are owned by it free and delivered clear of any Lien other than (i) the Transaction Liens and (ii) any tax liens, judgment liens and other Permitted Liens. All shares of capital stock included in connection herewith such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Note Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Except as set forth on the Perfection Certificate of such Loan PartyLien Grantor, contravene such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (e) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Collateral Representative from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Representative in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (f) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor's Secured Guarantee, as the case may be. (g) Such Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Representative. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents Effective Date. Within 60 days after the Effective Date; provided that, Parent such Lien Grantor will furnish to the Collateral Representative a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on its Collateral. (h) When UCC financing statements describing the Collateral as set forth in Schedule 1 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as UCC, prior to all Liens and rights of others therein except Permitted Liens. (i) Parent provides Agent Such Lien Grantor has taken, and Lenders with a copy will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (j) Such Lien Grantor's Collateral is insured as required by the Note Purchase Agreement. (k) All of such amendment is not materially adverse to the interests of Agent Lien Grantor's Inventory has or any Lender (it being agreed that without limiting the foregoingwill have been produced in compliance, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreementin all material respects, and subject to the compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party of Globalstar and Thermo Funding hereby jointly and severally represents and warrants to Agent and Lenders that such other party hereto that: (a) it is a validly existing entity in good standing under its jurisdiction of organization; it has the power and authority to execute, deliver and perform its obligations under this Guaranty; the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith Guaranty have been duly authorized by all requisite organizational necessary action on the part and do not contravene any provision of such Loan Party and will not violate the constituent party’s charter, operating agreement or similar organizational documents of such Loan Party, contravene or any contractual restriction, any law, rule applicable law or regulation or court or administrative decree or order material contract binding on such party or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; its assets; (b) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental entity necessary for the due execution, delivery and performance of this Agreement Guaranty by such party have been obtained or made and any other Loan Documents executed and delivered in connection herewith all conditions thereof have been duly executed complied with, and delivered no other action by, and no notice to or filing with, any governmental entity or regulatory body is required in connection with the execution, delivery or performance of this Guaranty; (c) assuming the due execution and delivery of this Guaranty by each Loan Party and are the such other party hereto, this Guaranty constitutes a legal, valid and binding obligation of each Loan Party, such party enforceable against such party in accordance with their respective its terms, subject to applicable (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaultsgenerally, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse general equitable principles (whether considered in a proceeding in equity or at law); and (d) Thermo Funding has the financial capacity to pay and perform the interests of Agent or any Lender (it being agreed that without limiting the foregoingGuaranteed Obligations, any amendment that would otherwise cause an Event of Default and all funds necessary for Thermo Funding to fulfill its obligations under this Guaranty are and shall be deemed materially adverse available to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties Thermo Funding (or any of them); (h) absent the effectiveness its permitted assignee pursuant to Section 12 of this AgreementGuaranty) for so long as this Guaranty shall remain in effect in accordance with Section 14 of this Guaranty. On a quarterly basis, Thermo Funding shall deliver to Globalstar copies of its financial statements. (e) the issuance of the shares of Common Stock hereunder has been duly authorized and, when issued and subject to the compliance delivered in accordance with the terms and conditions of this Guaranty, the shares of the Loan DocumentsCommon Stock issuable hereunder shall be validly issued, the Intercreditor Agreement, fully paid and applicable law, Agent non-assessable and Lenders are entitled to exercise immediately their respective rights free and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity clear of the Obligations and all liens with respect to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsissuance thereof.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) Schedule 1 lists all Specified Equity Interests owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) All Specified Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Specified Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such Specified Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Specified Equity Interest with respect thereto. (d) No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to the Transaction Liens. (e) The Transaction Liens on all Specified Equity Interests owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (f) When UCC financing statements describing the Collateral as set forth in Schedule 2 hereto have been filed in the offices specified therein, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor, prior to all Liens and rights of others therein. Except for the filing of such UCC financing statements and the filings referred to in Section 3(h), no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. (g) This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, securing the Secured Obligations. Upon the filing of a Form 9 with the Registrar of Companies of Bermuda, which will be made promptly following the execution of this Agreement, the security interest in the Collateral will constitute a security interest in favor of the Secured Parties enforceable against third parties (including creditors of, and any liquidator or administrator appointed with respect to, such Lien Grantor or the Borrower) prior to all Liens and rights of others therein, except for statutorily preferred claims under the laws of the Bermuda (“Statutory Claims”), including without limitation claims in respect of taxes, assessments or impositions, certain wages or salaries. No Statutory Claims against the Lien Grantor or the Borrower exist as of the date hereof. (h) Other than the filings referred to in Section 3(f) and the filing of the Form 9 with the Registrar of Companies of Bermuda, which will be made promptly following the execution of this Agreement and which has been duly executed by the parties thereto, and the execution of an Issuer Control Agreement (in the case of any Collateral in the form of Uncertificated Securities), no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for (i) the grant by such Lien Grantor of the security interest granted hereunder or for the execution, delivery and or performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result inLien Grantor, or require (ii) the creation maintenance or imposition of, any Lien, effectiveness of the security interest created hereunder (including the first priority nature of the Secured Parties’ security interest or encumbrance on its enforceability against third parties). Except as provided in this Section 3(h), no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the exercise by the Secured Parties of their rights provided for in this Agreement or the remedies in respect of the properties of such Loan Party; (b) Collateral pursuant to this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as Agreement. (i) Parent provides Agent The pledge of Collateral made pursuant to this Agreement is not subject to any restrictions of constitutional documents relating to the Lien Grantors, and Lenders with a copy to the extent that any consent or approval is required by the manager or board of directors of any Lien Grantor or any other party for the pledge of the Collateral, such proposed amendment at least five consent or approval has been obtained prior to execution of this Agreement. To the extent that any consent or approval is required by or from the board of directors of the Lien Grantor or any other party for the transfer of the Collateral, (5i) Business Days with respect to any transfer of the Collateral to the Administrative Agent, the Secured Parties or any affiliate of a Secured Party, such consent or approval has been obtained prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness execution of this AgreementAgreement as provided in, and subject to the compliance terms of, the Issuer Control Agreement (if any), and (ii) with the terms and conditions respect to any transfer of the Loan DocumentsCollateral to any other person, such consent or approval will be given at the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity time of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectssuch transfer.

General Representations and Warranties. Each Loan Party hereby jointly and severally represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any As of the properties of such Loan Party; Effective Date and (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject except as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the those particular representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and expressly made only as of the date hereof and on and Effective Date) as of the date of execution hereofeach Credit Event, each Lien Grantor represents and warrants that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as though made on its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all SPV Equity Interests (if any) and all SPV Notes (if any) owned by such Lien Grantor as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that. Such Lien Grantor holds all such SPV Equity Interests (if any) and SPV Notes (if any) directly (i.e., Parent may amend its Bylaws after the date hereof so long as not through a Subsidiary or any other Person). (c) All SPV Equity Interests (if any) and all SPV Notes (if any) owned by such Lien Grantor are owned by it free and clear of any Liens other than (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such amendment SPV Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such SPV Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not materially adverse and will not become a party to or otherwise bound by any agreement (except the interests Financing Documents or the Receivables Documents) which restricts in any manner the rights of any present or future holder of any SPV Equity Interest with respect thereto (d) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (e) Such Lien Grantor has not performed any acts that might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of Default shall the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in the United States or Canada in which such filing or recording would be deemed materially adverse effective to perfect or record a Lien on such interests); Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (f) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each Existing Default which has occurred is continuing; item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Secured Guarantee, as the case may be. (g) Lenders have no obligation Such Lien Grantor has delivered a Perfection Certificate to make additional Loans or to extend any other financial accommodations to Loan Parties (or any the Collateral Agent. The information set forth therein is correct and complete as of them); the Effective Date. (h) absent When UCC financing statements describing the effectiveness Collateral as set forth in such Lien Grantor’s Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of this Agreementothers therein except Permitted Liens. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (i) Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it in a transaction subject to Article 9 of the UCC, as against its assignors and creditors of its assignors. (j) Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (k) Any Inventory produced by such Lien Grantor has or will have been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsas amended.

General Representations and Warranties. Each Loan Party hereby jointly and severally Company represents and warrants to Collateral Agent and Lenders the Investors that (a) Company is the executionowner of the Collateral (or, delivery in the case of (i) after-acquired Collateral, at the time Company acquires rights in the Collateral, or (ii) the Excluded Investment Property, at the time the Excluded Investment Property becomes subject to the security interested granted herein, will be the owner thereof) and performance that no other Person has (or, in the case of this Agreement and (i) after-acquired Collateral, at the time Company acquires rights in the Collateral, or (ii) the Excluded Investment Property, at the time the Excluded Investment Property becomes subject to the security interested granted herein, will have) any other Loan Documents executed and delivered in connection herewith have been duly authorized right, title, claim or interest (by all requisite organizational action on the part way of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule Lien or regulation or court or administrative decree or order binding on or affecting such Loan Party or result otherwise) in, against or require to the creation or imposition ofCollateral, any Lien, security interest or encumbrance on any of the properties of such Loan Partyother than Permitted Liens; (b) this Security Agreement creates a valid security interest in favor of Collateral Agent, for the benefit of Collateral Agent and any other Loan Documents executed and delivered the Investors, in connection herewith have been duly executed and delivered by each Loan Party and are the legalCollateral of Company, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equitythe extent a security interest therein can be created under the UCC; (c) upon the filing of UCC-1 financing statements in the filing office listed on Attachment 3 hereto, Collateral Agent has (or in the case of (i) after-acquired Collateral, at the time Company acquires rights in the Collateral, or (ii) the Excluded Investment Property, at the time the Excluded Investment Property becomes subject to the existence of the Existing Defaultssecurity interested granted herein, the representations and warranties contained will have) a perfected security interest in the Credit Agreement and Collateral, prior to all Liens other Loan Document are true and correct on and as of than Permitted Liens, to the date hereof and on and as of extent that a security interest in the date of execution hereof, as though made on and as of each Collateral can be perfected by such datefiling, except in cases where the representation and warranty specifically references an earlier datefor Permitted Liens; (d) except for with respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by Company, the Existing Defaultsapplicable depository bank or Securities Intermediary and Collateral Agent of an authenticated agreement granting control in accordance with the UCC to Collateral Agent over such Collateral, no Default or Event of Default under the Credit Agreement has occurred Collateral Agent shall have a valid and is continuingperfected, security interest in such Collateral, prior to all Liens other than Permitted Liens; (e) no Loan Party all Inventory has amended its constituent organizational documents after been (or, in the Effective Datecase of hereafter produced Inventory, will be) produced in compliance with applicable laws, including the Fair Labor Standards Act; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation all accounts receivable and payment intangibles are genuine and enforceable against the party obligated to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent pay the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respects.same;

General Representations and Warranties. Each Loan Party hereby jointly and severally The Borrower represents and warrants to Agent and Lenders that that: (a) It has good and marketable title to all its Collateral, free and clear of any Lien other than Permitted Liens. (b) It has not performed any acts that would reasonably be likely to prevent the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Lender from enforcing any of the properties provisions of the Credit Documents or that would limit the Lender in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral. After the Closing Date, no Collateral owned by the Borrower will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; than a Permitted Lien. (c) subject The Transaction Liens on all Collateral owned by the Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (d) It has delivered a Perfection Certificate to the existence of the Existing Defaults, the representations Lender. The information set forth therein is correct and warranties contained complete in the Credit Agreement and other Loan Document are true and correct on and all material respects as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; Closing Date. (e) no Loan Party has amended its constituent organizational documents after When UCC financing statements describing the Effective Date; provided thatCollateral as “all personal property” or “all assets” have been filed in the offices specified in such Perfection Certificate, Parent the Transaction Liens will constitute perfected security interests in the Collateral owned by the Borrower to the extent that a security interest therein may amend its Bylaws after be perfected by filing pursuant to the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days UCC, prior to all Liens and rights of others therein. Except for the effective date filing of such amendment and (ii) such amendment UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Collateral Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsTransaction Liens.

General Representations and Warranties. Each Loan Party hereby jointly and severally Grantor represents and warrants to Agent and Lenders that that: (a) Such Grantor (a) is duly organized or formed, as the executioncase may be, delivery validly existing and performance in good standing under the laws of this Agreement the jurisdiction of its organization or formation, (b) has the requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all applicable law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Collateral Liens. (c) Such Grantor has not performed any acts that are reasonably likely to prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Third Lien Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Third Lien Agent in any such Loan Party; (b) this Agreement and enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Effective Date, no Collateral owned by such Grantor will be in the possession or under the Control of any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legalPerson having a claim thereto or security interest therein, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence of the Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; than a Permitted Collateral Lien. (d) except for The Transaction Liens on all Collateral owned by such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Existing DefaultsEffective Date (or, no Default or Event of Default under if such Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Credit Agreement has occurred and is continuing; Obligations. (e) When UCC financing statements describing the Collateral as “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Collateral Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Section 5(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no Loan Party has amended its constituent organizational documents after registration, recordation or filing with any governmental body, agency or official is required in connection with the Effective Date; provided thatexecution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of deposit accounts) or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens. Notwithstanding anything herein to the contrary, Parent may amend its Bylaws after no Grantor shall take any action to perfect any security interest in any part of the date hereof so long as (i) Parent provides Agent and Lenders with a copy Collateral under the laws of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions jurisdiction outside of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity United States of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsAmerica.

General Representations and Warranties. Each In addition to the Obligor's representations made in the other Loan Party hereby jointly and severally Documents, the Obligor represents and warrants to Agent the Lender, which representations and Lenders that (a) the execution, warranties shall survive execution and delivery and performance of this Agreement Agreement, as follows: 3(a) All filings, registrations and any other Loan Documents executed recordings necessary or appropriate to create, preserve, protect and delivered perfect the security interest granted by the Obligor to the Lender hereby in connection herewith respect to the Collateral have been duly authorized accomplished and the security interest granted to the Lender pursuant to this Agreement in and to the Collateral constitutes a perfected security interest therein superior and prior to the rights of all other Persons therein (except for Liens permitted under the Credit Agreement) and subject to no other Liens (except for Liens permitted under the Credit Agreement), and is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant laws as enacted in any relevant jurisdiction to perfected security interests. 3(b) The Obligor is, and as to Collateral acquired by it from time to time after the date hereof the Obligor will be, the owner of all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, Collateral free from any Lien, security interest or interest, encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally right, title or interest of any Person (other than Liens permitted under the Credit Agreement), and subject to general principles the Obligor shall defend its Collateral against all claims and demands of equity; (c) subject all Persons at any time claiming the same or any interest therein adverse to the existence Lender. 3(c) There is no financing statement (or similar statement or instrument of registration under the Existing Defaults, law of any jurisdiction) covering or purporting to cover any interest of any kind in the representations Collateral except for filings and warranties contained in recordings permitted under the Credit Agreement and other Loan Document are true filings and correct on and as recordings in favor of the date hereof Lender created or provided for herein, and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as any of the Liabilities remain unpaid the Obligor will not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except (i) Parent provides Agent financing statements filed or to be filed in respect of and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to covering the effective date of such amendment security interests granted hereby by the Obligor, and (ii) financing statements to be filed in connection with the creation of Liens permitted under the Credit Agreement. 3(d) The office location(s) of the Obligor set forth on Schedule B attached hereto as the Obligor's principal place of business and chief executive office and all other places of business are true and correct. 3(e) Schedule B attached hereto contains a true and complete listing of all of the locations of all the Collateral. In the case of Inventory, Schedule B also sets forth each Warehouseman (as defined in the Uniform Commercial Code as in effect in the state in which the warehouse owned or operated by such amendment Person is not materially adverse located) that from time to time holds Inventory of the interests Obligor and the Permitted Inventory Location (as defined herein) at which such Inventory is so held. In the case of Agent or any Lender (it being agreed such Inventory, the Obligor further represents and warrants that without limiting none of the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred Inventory is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to a negotiable warehouse receipt (as defined in the compliance with Uniform Commercial Code as in effect in the terms state in which such Inventory is located). 3(f) The Obligor further represents and conditions warrants, as to any Inventory, that all such Inventory, other than Inventory in transit in the normal course of the Loan Documentsbusiness, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled is held at a Permitted Inventory Location (as defined herein). "Permitted Inventory Location" is defined herein to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and mean (i) a warehouse or other storage facility owned or leased by the recitals Obligor, or (ii) a warehouse or other storage facility owned, leased or operated by a Warehouseman from whom the Lender has received a warehouse bailment agreement in this Agreement are true form and correct substance satisfactory to the Lender with respect to Inventory there held, and, in all respectseither case, in jurisdictions where appropriate UCC financing statements shall have liens filed against the Obligor for the benefit of the Lender and the other Lender.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Mortgagor represents and warrants to Agent and Lenders that the Mortgagee that: (a) the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized (STATUS) it is a company limited by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result inshares incorporated, or require taken to be incorporated, and existing under the creation or imposition of, any Lien, security interest or encumbrance on any laws of the properties Isle of such Loan Party; Man and is not in liquidation, provisional liquidation or receivership, or under administration; (b) (POWER) it has full legal capacity and power: (i) to own the Mortgaged Property and carry on its business as it is now being conducted; and (ii) to enter into, and exercise its rights and perform its obligations under, this Agreement Mortgage; (c) (AUTHORISATION) all conditions and things required by applicable law to be fulfilled or done (including the obtaining of any other Loan Documents executed necessary Authorisations) in order: (i) to enable it lawfully to enter into, and delivered in connection herewith have been duly executed exercise its rights and delivered by each Loan Party perform its obligations under, this Mortgage; (ii) to ensure that its payment obligations under this Mortgage rank and are the legal, valid and binding obligation of each Loan Party, enforceable will continue to rank at all times in accordance with their respective termsparagraph (e) below; and (iii) to make this Mortgage admissible in evidence in the courts specified in clause 22.2, subject have been fulfilled or done; (d) (OBLIGATIONS BINDING) this Mortgage constitutes its valid and legally binding obligations, enforceable against it in accordance with its terms except to applicable bankruptcy, insolvency, reorganization, moratorium or other the extent limited by equitable principles and laws affecting creditors’ ' rights generally generally; (e) (RANKING OF OBLIGATIONS) its payment obligations under this Mortgage rank and subject will continue to general principles rank at all times in priority to its present and future unsecured and unsubordinated payment obligations (including, without limitation, contingent obligations), other than those which are mandatorily preferred by law; (f) (NO CONTRAVENTION) neither its execution of, nor its exercise of equityits rights or performance of its obligations under, this Mortgage does or will: (i) contravene any applicable law to which it or any of its property is subject, or any order of any Government Agency binding on it or any of its property; (ii) contravene any Authorisation or require that any Authorisation be obtained; (iii) Contravene any undertaking or instrument binding on it or any of its property; (iv) contravene any provision of its constituent documents; (v) require it to make any payment or delivery in respect of any Financial Indebtedness before the scheduled date for that payment or delivery; or (cvi) subject cause any limitation on its power to incur Financial Indebtedness to be exceeded; (g) (NO LITIGATION) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or, to the existence knowledge of any of its officers, threatened against it or any of its property which, if adversely determined, could have a Material Adverse Effect on it or the Existing Defaults, the representations and warranties contained Mortgaged Property; (h) (NO ENFORCEMENT OF SECURITY INTERESTS) no Controller is currently appointed in the Credit Agreement and other Loan Document are true and correct on and as relation to any of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; its property; (di) except for the Existing Defaults, (NO DEFAULTS) no Default or Event of Default under the Credit Agreement or Potential Event of Default has occurred and is continuing; and (em) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that(TRUST) in giving this Mortgage, Parent may amend its Bylaws after the date hereof so long it is not acting as (i) Parent provides Agent and Lenders with a copy trustee of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent bust or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectssettlement.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Grantor represents and warrants to Agent and Lenders that that: (a) Such Grantor's exact legal name is correctly set forth in Schedule 1 hereto and, except as set forth on Schedule 1, no Grantor has had any other corporate name during the executionpreceding five years. Such Grantor is duly organized, validly existing and, if applicable in such jurisdiction, in good standing under the laws of the jurisdiction identified as its jurisdiction of organization on Schedule 1. The chief executive office of each Grantor and any other location at which such Grantor maintains, or has maintained during the preceding five years, a chief executive office, is set forth on Schedule 1. Except as set forth on Schedule 1, no Grantor has been a party to any merger, consolidation, stock acquisition or purchase of a substantial portion of the assets of any other Person during the preceding five years. The information set forth in Schedule 1 hereto with respect to such Grantor is true and accurate in all material respects. (b) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Encumbrances. (c) Such Grantor has not performed any acts that could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Collateral Documents or that could reasonably be expected to limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Encumbrances. (d) The Transaction Liens on all Collateral owned by such Grantor g) have been validly created, h) will attach to each item of such Collateral on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date) and i) when so attached, will secure all the Secured Obligations or such Grantor's Secured Guarantee, as the case may be. (e) When UCC financing statements describing the Collateral as set forth in Schedule 2 hereto have been filed in each Domestic Grantor's jurisdiction of organization identified in Schedule 1 or, in the case of Hydro Marine Services, in the District of Columbia, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Encumbrances. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on or is necessary for the part of such Loan Party and will not violate validity or enforceability thereof or for the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule perfection or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any due recordation of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered Transaction Liens on Collateral owned by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium Grantors or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to for the existence enforcement of the Existing Defaults, Transaction Liens on Collateral owned by the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsGrantors.

General Representations and Warranties. Each Loan Party hereby jointly To induce Lender to make -------------------------------------- Advances hereunder, Borrower makes the following representations and severally represents and warrants to Agent and Lenders that warranties, all of which shall survive the initial Advance: (a) Each Borrower is a corporation duly organized, existing, and in good standing under the executionlaws of the State of Colorado (except for CommWorld Acquisition Corporation which is a Texas corporation), has corporate power to own its property and to carry on its business as now conducted, and is duly qualified to do business in all states in which the nature of its business requires such qualification except where failure would not cause a Material Adverse Occurrence. During the past five years, Borrower has done business solely under its name(s) listed above as "Borrower", as well as those names described in paragraph 11 above, as well as the following names: [Old names, trade names and dba names] CommWorld Interconnect Acquisition Corporation CRI CommWorld of Denver CommWorld Nationwide CommWorld International CommWorld of Seattle CommWorld of Tucson CommWorld of Phoenix CommWorld Nations Capitol Area Borrower does not own any capital stock of any corporation, except for corporations which may be a joint borrower hereunder or which are providing a Guaranty or which are listed here: [Corporate stock owned] Xxxxxxxxx & Associates, Inc. Willpower, Inc. CommWorld of Seattle, Inc. CommWorld of Tucson, Inc. CommWorld of Phoenix, Inc. (b) The execution and delivery and performance of this Agreement and any the other Loan Documents executed and delivered the performance by Borrower of its obligations hereunder and thereunder do not and will not conflict with any provision of law, or of the charter or bylaws of Borrower, or of any agreement binding upon Borrower, provided, however, that certain customer, depository, insurance, vendor and lease agreements may prohibit the assignment of certain of Borrower's rights under or interests in connection herewith or deposits made pursuant to such agreements. (c) The execution and delivery of this Agreement and the other Loan Documents have been duly authorized by all requisite organizational necessary corporate action on the part by directors/governors and shareholders/members of such Loan Party Borrower; and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any the other Loan Documents executed and delivered have in connection herewith have fact been duly executed and delivered by each Loan Party Borrower and are the legal, valid constitute its lawful and binding obligation of each Loan Partyobligations, legally enforceable against it in accordance with their respective terms. (d) Unless listed here, [Lawsuit case names] Dairy Fresh v. Communications World International ___________________________________________________________________________ ___________________________________________________________________________ there is no action, suit or proceeding at law or equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, pending or, to the knowledge of Borrower, threatened against Borrower or any Guarantor or the property of Borrower or any Guarantor which, if determined adversely, would be a Material Adverse Occurrence, and neither Borrower nor any Guarantor is in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where the effect of such default would be a Material Adverse Occurrence. (e) The authorization, execution and delivery of this Agreement, and the payment of the loans and interest hereon, is not, and will not be, subject to applicable bankruptcythe jurisdiction, insolvencyapproval or consent of any federal, reorganization, moratorium state or other laws affecting creditors’ rights generally local regulatory body or administrative agency. (f) All of the assets of Borrower are free and subject to general principles clear of equitySecurity Interests except for (i) equipment leases on specific equipment (and not in equipment generally) which are disclosed on a Uniform Commercial Code search in the states where equipment is located as disclosed above under "Location of Collateral"; (cii) subject those Security Interests which have been expressly subordinated to by Lender on an agreement in form and substance satisfactory to Lender; (iii) security interests disclosed on Uniform Commercial Code and other lien searches performed on behalf of Lender in connection with the preparation and negotiation of this agreement; (iv) liens for taxes or assessments not delinquent, landlord and other statutory liens. No Borrower shall be deemed to have made any representation as to the existence perfection of any security interest in any Collateral which may not be perfected by filing of a Uniform Commercial Code financing statement with the office of the Existing DefaultsSecretary of State in any Borrower location set forth in paragraph 11 hereof. (g) Borrower has filed all federal, state and local tax returns which, to the representations knowledge of Borrower, are required to be filed, except where failure to file would not cause a Material Adverse Occurrence, and warranties contained Borrower has paid all taxes shown on such returns and all assessments which are due. Borrower has made all required withholding deposits. Borrower does not have knowledge of any objections to or claims for additional taxes by federal, state or local taxing authorities for subsequent years which would be a Material Adverse Occurrence. (h) Borrower has furnished to Lender various personal and organizational financial statements. All such statements were prepared in accordance with GAAP and present fairly the financial condition of Borrower and other person and/or entity for which each statement relates. There has been no material adverse change in the Credit Agreement condition of Borrower and the other Loan Document are true person and/or entity relating to such statements, financial or otherwise, since the date of the most recent of such financial statements. (i) The value of the assets and correct properties of Borrower at a fair valuation and at their then present fair salable value is and, after giving effect to any pending Advance and the application of the amount advanced, will be greater than its total liabilities, including Contingent Obligations, and Borrower has (and has no reason to believe that it will not have) capital sufficient to pay its liabilities, including Contingent Obligations, as they become due. (j) Borrower is in compliance with all requirements of law relating to pollution control and environmental regulations in the respective jurisdictions where Borrower is presently doing business or conducting operations. (k) All amounts obtained pursuant to Advances will be used for Borrower's working capital purposes. (l) Except for the trademarks, patents, copyrights and franchise rights listed here, Borrower is not the owner of any patent, trademark, copyright or franchise rights, except for common law trademark rights pertaining to names of Borrowers described in paragraph 17 (a) above: [Trademarks, patents, copyrights and franchise rights] As franchisor, various franchise agreements whereby Borrower will sell equipment to franchisees at a markup. (i) Each Plan is in compliance in all material respects with all applicable provisions of ERISA and the Code; (ii) the aggregate present value of all accrued vested benefits under all Plans (calculated on and the basis of the actuarial assumptions specified in the most recent actuarial valuation for such Plans) did not exceed as of the date hereof of the most recent actuarial valuation for such Plans the fair market value of the assets of such Plans allocable to such benefits; (iii) Borrower is not aware of any information since the date of such valuations which would materially affect the information contained therein; (iv) no Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code has incurred an accumulated funding deficiency, as that term is defined in Section 302 of ERISA or Section 412 of the Code (whether or not waived); (v) no liability to the PBGC (other than required premiums which have become due and payable, all of which have been paid) has been incurred with respect to any Plan, and there has not been any Reportable Event which presents a material risk of termination of any Plan by the PBGC; and (vi) Borrower has not engaged in a transaction which would subject it to tax, penalty or liability for prohibited transactions imposed by ERISA or the Code. Borrower does not contribute to any Multiemployer Plan. (n) No part of any Advance shall be used at any time by Borrower to purchase or carry margin stock (within the meaning of Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock. Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purposes of purchasing or carrying any such margin stock. No part of the proceeds of any Advance will be used by Borrower for any purpose which violates, or which is inconsistent with, any regulations promulgated by the Board of Governors of the Federal Reserve System. (o) Borrower is not an "investment company", or an "affiliated person" of, or a "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. The making of the Advances, the application of the proceeds and repayment thereof by Borrower and the performance of the transactions contemplated by this Agreement will not violate any provision of said Act, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder. (p) Borrower has a three classes of stock (common, Series C Preferred and Series F Preferred) and the owners of at least 5% of such common voting stock/interest outstanding is as follows (rounded to nearest percent): [Significant Owners and shares owned] [For Corporations] Name of Shareholders Percent of -------------------- outstanding Shares ------ Xxxxxx Xxxxx 7.9% Xxxxx Xxxxxxxxxx 12.5% Xxxxxx Xxxxxxxx 10.4% Xxxxxx XxXxxxxx 5.7% Borrower has not: (i) issued any unregistered securities in violation of the registration requirements of Section 5 of the Securities Act of 1933, as amended, or any other law; or (ii) violated any rule, regulation or requirement under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in either case where the effect of such violation would be a Material Adverse Occurrence. No proceeds of the Advances will be used to acquire any security in any transaction which is subject to Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended. (q) Except for Contingent Obligations listed here, Borrower does not have any Contingent Obligations. [Contingent Obligations list - Attach details to Agreement] (r) All factual information heretofore or herewith furnished by or on behalf of Borrower to Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all other such factual information hereafter furnished by or on behalf of Borrower to Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified and no such information contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading. (s) Each representation and warranty shall be deemed to be restated and reaffirmed to Lender on and as of the date of execution hereof, as though made on each Advance under this Agreement (except where otherwise disclosed by Borrower to Lender in writing) and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of that any such proposed amendment at least five (5) Business Days prior reference to the effective date of such amendment financial statements referred to in the paragraph entitled "General Representations and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default Warranties" shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject refer to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled financial statements then most recently delivered to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and Lender pursuant to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsparagraph entitled "Affirmative Covenants".

General Representations and Warranties. Each Loan Party The Company hereby jointly makes, and severally represents on each purchase date and warrants Settlement Date shall be deemed to Agent make, the following representations and Lenders that warranties for the benefit of the Bank as of the Closing Date and each subsequent purchase date and Settlement Date with reference to the facts and circumstances then existing (with the understanding that, with respect to any such representation or warranty which relates to any Purchased Receivable, such representations and warranties are deemed to have been made by the Company only as of the date of the purchase of such Purchased Receivable by the Bank): (a) It is duly organized and validly existing and registered under the executionlaws of its jurisdiction of organization and has the full right, delivery power and authority to own its property and assets and carry on its business as it is now being conducted, to enter into the Transaction Documents, to perform and observe all of the matters and things provided for therein, including the sale to the Bank of the Purchased Receivables and it has taken all necessary steps to duly authorize the execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby. (b) This Agreement and each other Transaction Document has been duly authorized by the Company and executed and delivered by the proper officer(s) of the Company and constitute or, as the case may be, will, when made, constitute its legal, valid and binding obligations enforceable in accordance with its terms. (c) The Company is the legal and beneficial owner of each Purchased Receivable sold by it and, on the date of the sale of the Purchased Receivables to the Bank, the Purchased Receivables shall be transferred to the Bank free and clear as of the date of such sale, of any Adverse Claim. (d) Each Purchased Receivable is generated from a sale to an Approved Debtor and shall be freely assignable and shall constitute amounts due and payable by the Debtor on the relevant Maturity Date (which shall not exceed 90 days from the earliest of (i) the date of sale or (ii) dispatch of the goods by the Company) and each Contract, Purchased Receivable and Invoice complies in all material respects with all applicable laws and regulations. (e) The making and performance of this Agreement and any other Loan Documents executed each Transaction Document and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and transactions contemplated hereby will not (as to the best of the Company’s knowledge as to (i)) violate the constituent organizational documents any provision of such Loan Party, contravene any contractual restriction, (i) any law, rule regulation, order or regulation decree of any governmental authority, agency or court or administrative decree (ii) its organizational documents or order binding on (iii) any agreement, mortgage, indenture or other agreement to which it is a party or affecting the Company or any of its assets or properties nor will such Loan Party making and performance with or result inwithout the passage of time or the giving of notice or other conditions, constitute an event of default or require the creation or imposition of, any Lien, security interest or encumbrance on termination event (howsoever described) under any of the properties foregoing or result in the creation, imposition or enforceability of such Loan Party; any Encumbrance over any of its assets, except in favor of the Bank. (bf) this Agreement and any other Loan Documents executed and delivered Each Invoice as issued in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation respect of each Loan Party, enforceable Purchased Receivable sold by it was properly issued in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally the Contract and subject to general principles of equity; (c) subject evidences that the amount specified in such invoice will be due and payable to the existence of the Existing Defaults, the representations and warranties contained Company in the Credit Agreement and other Loan Document are true and correct Dollars on and as of the date hereof Purchase Date without the need for any other action, delivery of goods or performance of services by the Company with respect to the Original Amount set forth in such Invoice. (g) Each Contract and on Receivable was originated in the ordinary course of the Company’s business and in accordance with the Company’s credit and collection policy. (h) The Company has performed all of its material obligations under the Contract relating to Purchased Receivables and in particular and without limitation it has delivered all goods and services to the country of the Debtor as are due and required under such Contract with respect to the face amount set forth in such Invoice. (i) The obligations of the Debtor in respect of each Purchased Receivable have not, as of the date of execution hereofthe Bank’s purchase thereof, been prepaid in whole or in part. (j) As of the date the sale of such Receivable to the Bank, the goods supplied under the Contract giving rise thereto are not subject to any retention of title or equivalent clauses exercisable by the Company or, to the Company’s knowledge, any third parties, which may adversely affect the interests of the Bank and at the time of sale by the Company to the Bank, no Purchased Receivable is subject to a volume or other discount (except to the extent that the amount of any Trade Credit Amount has already been taken into account in determining the Funded Amount of the Purchased Receivable as though made on set forth in the Portfolio Report) or subject to any claim by, or dispute with, the Debtor. (k) As of the date the sale of such Receivable to the Bank, each applicable Contract giving rise thereto is in full force and effect as of each such date, except and the Company is not in cases where breach thereof or in default thereunder in a manner that would result in the representation Debtor being entitled to exercise any set off rights or counterclaim or to withhold, extend or delay payment on any Purchased Receivable; and, as of such date, there are no disputes, offsets, counterclaims or defenses of the Debtor known to the Company with respect to any Purchased Receivable (if any Purchased Receivable is more than 60 days past due, other than as a result of a Debtor’s Financial Inability to Pay, it shall be presumed that the Debtor has asserted a contractual claim or dispute). (l) Under the laws of or applicable to the jurisdiction of its organization in force as at the date hereof, the claims of the Bank against the Company in relation to each Purchased Receivable will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application. (m) Under the laws of or applicable to the jurisdiction of organization in force as at the date hereof, the Company will not be required to make any deduction or withholding from any payment it makes to the Bank in respect of any Purchased Receivable or the Contract giving rise thereto, and warranty specifically references an earlier date; the Company has all consents and licenses necessary to perform its obligations thereunder. (dn) except As of the date of the sale of such Purchased Receivable to the Bank, neither the Company nor, to the actual knowledge of the Company, any Approved Debtor, is insolvent nor has any insolvency or bankruptcy event occurred with respect to the Company or such Debtor, nor is the Debtor past due under any payment obligation to the Company with respect to any related Purchased Receivable nor has the Debtor rescheduled or extended the Maturity Date of any such Purchased Receivable. (o) The Company has indicated, or will indicate as of the date of such sale, on its books and records, as appropriate, that the Purchased Receivables have been sold by the Company to the Bank (or its successors and assigns). (p) The transactions contemplated by this Agreement are being consummated by the Company in order to raise capital to carry out the Company’s ordinary business, with no contemplation of being or becoming insolvent and with no intent to hinder, delay or defraud any of its present or future creditors. By virtue of the Company’s right to receive any payment of the Purchase Price for each Purchased Receivable as provided in Section 4 hereof, the Company has received reasonably equivalent value for the Existing DefaultsPurchased Receivables sold by it. (q) On the date of the sale of each Purchased Receivable by the Bank, the Bank shall acquire a valid ownership interest or a first perfected security interest in each Purchased Receivable free and clear of any Adverse Claim; and, upon transfer of ownership of such Purchased Receivable from the Company to the Bank, no Default financing statement or Event other similar instrument or other filing or recordation covering any such Purchased Receivable or any interest therein, is on file in any recording office except such as may be filed pursuant to this Agreement or except as to which a release or disclaimer in form satisfactory to the Bank has been provided, or as to which the Bank has consented. (r) The Company’s jurisdiction of Default under organization and “location” for purposes of the Credit Agreement has occurred and UCC, or other relevant local law, is continuing; the State of Ohio (e) no Loan Party has amended its constituent organizational documents after or at such other location, notified to the Effective Date; provided thatBank in accordance with Section 11.1(m)), Parent may amend its Bylaws after the date hereof so long in a jurisdiction where all actions required by Section 9.1 have been completed). Except as described in Schedule 3, (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment Company has no trade names, fictitious names, assumed names or “doing business as” names and (ii) such amendment is the Company has not materially adverse changed its jurisdiction of organization or location or its name, identity or corporate structure within the four months prior to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness date of this Agreement. The Company’s federal taxpayer identification number or other registration number is as set forth in Schedule 3. (s) All information provided by the Company to the Bank with respect to the Purchased Receivables (including without limitation relating to the applicable Debtor’s past payment history and commercial relationship with such Debtor) is true and accurate in all material respects and nothing has been given or withheld that would result in the information provided being untrue or misleading in any material respect. (t) The representations made or deemed to be made by the Company in each Transaction Document are and remain correct in all material respects as of the date made. (u) With respect to the Company’s obligations hereunder, no consent, license, authorization, registration, legalization, notification to, declaration with, approval or permit of, any governmental authority, agency or instrumentality (including any central banking or other monetary authority) is required by the Company in connection with its execution, delivery and performance, and subject to the compliance with the terms and conditions validity or enforceability of the Loan Company’s obligations under the Transaction Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and Company’s sale of the Collateral; Purchased Receivables, or the transactions contemplated thereby. (v) The sale of the Purchased Receivables by the Company to the Bank under the Transaction Documents would, under the law applicable to the Company as of the date of the sale thereof, constitute a true sale or other absolute transfer of the Purchased Receivables by the Company (except to the extent set forth in this Agreement) to the Bank and upon each purchase by the Bank, the Bank shall acquire a legally valid ownership interest or a first perfected security interest in each Purchased Receivable, free and clear of any lien, claim or other encumbrance without any need on the part of the Company or the Bank to (i) except as may be required under the recitals applicable Contracts, notify the account debtors on the Purchased Receivables or (ii) except as may be required under applicable disclosure requirements, file, register or record the Transaction Documents or the sale of the Purchased Receivables under the laws applicable to the Company. (w) The obligation of the Company to remit payments received from the Debtors on the Purchased Receivables in this Agreement U.S. dollars to the Bank in the United States, either directly or through the Blocked Accounts as designated by the Bank is legally valid under the laws applicable to the Company and no foreign exchange registrations or approvals are true and correct in all respectsnecessary to effectuate such U.S. dollar payments.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Lien Grantor represents and warrants to Agent and Lenders that that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, delivery in the aggregate, not material), free and performance clear of this Agreement and any Lien other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on than Permitted Liens. (c) The Lien Grantor has not performed any acts that might prevent the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on Collateral Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (x) financing statements with respect to the security agreement dated as of November 30, 2001 between the Borrower and the Collateral Agent and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Collateral Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after Effective Date. After the Effective Date; provided that, Parent the Collateral Agent or the Administrative Agent may amend obtain, at the Lien Grantor's expense, a file search report from each UCC filing office listed in its Bylaws after Perfection Certificate, showing the date hereof so long filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) When UCC financing statements describing the Collateral as set forth in the Lien Grantor's Perfection Certificate have been filed in the offices specified in the Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor's Collateral is insured as required by the Credit Agreement. (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to Any Inventory produced by the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent Lien Grantor has or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders will have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the been produced in compliance with the terms and conditions applicable requirements of the Loan DocumentsFair Labor Standards Act, the Intercreditor Agreement, and applicable law, Agent and Lenders as amended. (j) The Existing Receivables SPV Accounts are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity all of the Obligations and to the repossession and sale of the Collateral; and accounts owned by Receivables SPV. Other than (i) the recitals Existing Receivables SPV Accounts, (ii) the Cash Collateral Account, (iii) any Blocked Account and (iv) the Acquired National Steel Lockbox Accounts, there are no accounts owned by the Lien Grantor or Receivables SPV into which any collections or other payments or proceeds in this Agreement are true and correct in all respectsrespect of Pledged Receivables may be deposited.

General Representations and Warranties. Each Loan Party hereby jointly and severally Borrower represents and warrants to Agent and Lenders that (a) as of the execution, delivery and performance date of this Agreement Mortgage: Borrower is generally paying its debts as such debts become due, the fair market value of its assets exceeds its liabilities and no bankruptcy or insolvency proceedings are pending or contemplated by or against Borrower. All reports, statements and other data furnished by Borrower to Lender in connection with the Loan are true, correct and complete in all material respects and do not omit any fact or circumstance which would make the statements contained therein misleading; present fairly the financial position of Borrower as of the date stated therein, and the results of Borrower's operation and changes in financial position for the years then ended and the statements are prepared in conformity with generally accepted accounting principles applied on a consistent basis; and that no material adverse change has occurred in the financial condition of Borrower or the Property since the date of said financial statement. The Property and all Improvements thereon have not suffered any damage from fire or other casualty, no part of the Property has been condemned or taken by eminent domain and no condemnation or other taking of the Property or any part thereof is threatened or pending, or has been threatened with, any other title proceedings. To Borrower's best knowledge, there does not now exist on, under or within the Property (or any contiguous land included in the legal description of the Property within three years prior to the date hereof) any Spill. To Borrower's best knowledge, there does not now exist any condition, nor will the current or proposed operations cause there to exist any condition upon the Property or said contiguous land which would materially increase the possibility of the occurrence of a Spill, or a material violation of the Act or any related regulations or any similar federal laws or regulations. Borrower if a corporation, is a valid corporation in good standing under the laws of the jurisdiction of incorporation and is authorized to do business in the State of Connecticut, if a limited liability company, is a valid limited liability company, legally existing under the laws of the jurisdiction of its formation, and is authorized to do business in the State of Connecticut, or if a limited partnership, is a valid limited partnership legally existing under the laws of the jurisdiction of its formation and is authorized to do business in the State of Connecticut. Borrower has the legal capacity and is authorized to execute and deliver all Loan Documents; the Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, obligations enforceable in accordance with their respective terms, subject and the execution and delivery thereof do not contravene any contract or agreement to applicable bankruptcywhich Borrower is a party or by Except as previously disclosed in writing to Lender, insolvencythere is no action, reorganizationsuit or proceeding pending, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject or, to the existence knowledge of Borrower, threatened against or materially affecting Borrower or the Existing DefaultsProperty or the business operations conducted at or from the Property or which involve the possibility of any judgment or liability not fully covered by insurance or which, the representations and warranties contained in Borrower's opinion, might result in any adverse change in the Credit Agreement business, assets or operations of Borrower which would, in any way, materially and other Loan Document are true and correct on and as of adversely affect the date hereof and on and as of Property or the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default validity or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions enforceability of the Loan Documents. Borrower is not a party to or bound by any contract, agreement or other instrument, or subject to any charter or other restriction or any judgment, order, writ, injunction, decree, rule or regulation which now or in the Intercreditor Agreementfuture may materially and adversely affect the business, operations, properties, assets or condition, financial or otherwise, of Borrower. Borrower has filed all required federal, state and local tax returns, and applicable lawno claims have been asserted and/or unpaid with respect to such taxes. The Property has frontage on, Agent and Lenders are entitled to exercise immediately their respective rights direct access for ingress and remedies under the Loan Documents, including, but not limited egress to, the right public street(s) appurtenant thereto. Electric, gas, sewer, septic, water facilities and any other necessary utilities are or will be, available in sufficient capacity to accelerate service the maturity Property satisfactorily, and any easements necessary to the furnishing of such utility service by Borrower have been or will be obtained and duly recorded. Borrower is not in default under the Obligations terms of any instrument evidencing or securing any indebtedness of Borrower and there has occurred no event which would, if uncured or uncorrected, constitute a default under any such instrument with the giving of notice, passage of time, or both. Borrower (and the undersigned representative of Borrower, if any) has full power and authority to subject the Property to this Mortgage and to execute and deliver the repossession Note, this Mortgage, the Loan Documents and sale all other documents and instruments required of it by Lender. No consent of any person or entity and no consent, approval, or authorization is required by Borrower in connection with the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsforegoing.

General Representations and Warranties. Each Loan Party hereby jointly and severally The Lien Grantor represents and warrants to Agent and Lenders that that: (a) The Lien Grantor is a corporation duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization on Schedule 2. (b) The Lien Grantor has good and marketable title to all of the Equipment, free and clear of any Lien other than Permitted Liens. (c) No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or any part of the Collateral owned by the Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. (d) The Security Interests in all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the date hereof (or, if the Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached will secure all of the Lien Grantor's Secured Obligations. (e) When UCC financing statements describing the Collateral as set forth Schedule 3 have been filed in the offices specified on Schedule 3, the Security Interests will constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements which have been filed, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly authorized by all requisite organizational action on the part of such Loan Party and will not violate United States or is necessary for the constituent organizational documents of such Loan Party, contravene any contractual restriction, any law, rule validity or regulation enforceability thereof in the United States or court for the perfection or administrative decree or order binding on or affecting such Loan Party or result in, or require the creation or imposition of, any Lien, security interest or encumbrance on any due recordation of the properties of such Loan Party; (b) this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are Security Interests or for the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject to the existence enforcement of the Existing Defaults, the representations and warranties contained Security Interests in the Credit Agreement and other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as (i) Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) such amendment is not materially adverse to the interests of Agent or any Lender (it being agreed that without limiting the foregoing, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) the recitals in this Agreement are true and correct in all respectsUnited States.

General Representations and Warranties. Each Loan Party hereby jointly and severally Original Lien Grantor represents and warrants to Agent and Lenders that that: (a) Such Lien Grantor is duly organized, validly existing and in good standing under the executionlaws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., delivery and performance of this Agreement and not through a Subsidiary, a Securities Intermediary or any other Loan Documents executed Person). (c) Schedule 2 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and delivered Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in connection herewith respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized by all requisite organizational action on the part and validly issued and are fully paid and non-assessable. None of such Loan Party Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not violate become a party to or otherwise bound by any agreement (except the constituent organizational documents Loan Documents) which restricts in any manner the rights of such Loan Partyany present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, contravene in the aggregate, not material), free and clear of any contractual restriction, Lien other than Permitted Liens. (f) Such Lien Grantor has not performed any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require acts that might prevent the creation or imposition of, any Lien, security interest or encumbrance on Administrative Agent from enforcing any of the properties provisions of the Security Documents or that would limit the Administrative Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien. (g) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Loan Party; Collateral on the Effective Date (bor, if such Lien Grantor first obtains rights thereto on a later date, on such later date) this Agreement and any other Loan Documents executed and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor's Secured Guarantee, as the case may be. (h) Such Lien Grantor has delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (c) subject a Perfection Certificate to the existence of the Existing Defaults, the representations Administrative Agent. The information set forth therein is correct and warranties contained in the Credit Agreement and other Loan Document are true and correct on and complete as of the date hereof and on and as of the date of execution hereof, as though made on and as of each such date, except in cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, no Default or Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents after the Effective Date; provided that, Parent may amend its Bylaws after the date hereof so long as . (i) Parent provides Agent and Lenders with When UCC financing statements describing the Collateral as "all personal property" have been filed in the applicable offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a copy of any such proposed amendment at least five (5) Business Days security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. When, in addition to the effective date filing of such amendment UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and (ii) 8(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such amendment is not materially adverse Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of Agent others therein except Permitted Liens. Except for the filing of such UCC financing statements and such Intellectual Property Filings, no registration, recordation or filing with any Lender (it being agreed that without limiting the foregoinggovernmental body, any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such interests); (f) each Existing Default which has occurred agency or official is continuing; (g) Lenders have no obligation to make additional Loans or to extend any other financial accommodations to Loan Parties (or any of them); (h) absent the effectiveness of this Agreement, and subject to the compliance required in connection with the terms and conditions execution or delivery of the Loan Documents, Security Documents or is necessary for the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under validity or enforceability thereof or for the Loan Documents, including, but not limited to, the right to accelerate the maturity perfection or due recordation of the Obligations and to Transaction Liens or for the repossession and sale enforcement of the Collateral; and Transaction Liens. (ij) Such Lien Grantor's Collateral is insured as required by the recitals in this Agreement are true and correct in all respectsCredit Agreement.