Common use of REPRESENTATIONS AND WARRANTIES OF DEBTOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments charges or other encumbrances, pledges encumbrances (hereinafter collectively called ‘encumbrances’"Liens"), except save for those the Security Interests set out in Schedule ‘B’ hereofInterest and Permitted Liens; (2) Each accountto the best of the Debtor's knowledge, chattel paper other than as disclosed in writing by the Debtor to the Secured Party, each Debt, Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable;, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against Secured Party, whether in any proceeding to enforce Collateral or otherwise; and (3) The the locations specified in n Schedule ‘"A’ " hereto as to business operations and records of Debtor are accurate and complete and, with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘"A’ " hereto are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to RBC will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The that the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the Owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defense, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ B as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to RBC will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that to Secured Party that (a) Debtor is relying thereupon and so long as this Agreement remains the owner of the Collateral (or, in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be when Collateral is the owner thereof) and that no other person has (or, in the case of after-acquired genuine and beneficially owned Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by Debtor free way of all security interestsLien or otherwise) in, mortgages, liens, claims, charges, taxes, assessments against or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’)to the Collateral, except for those Security Interests set out in Schedule ‘B’ hereof; Permitted Liens; (2b) Each accountupon filing of a UCC-1 financing statement, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor has (or by all account debtors will be in the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records case of Debtor are accurate and complete and, after-acquired Collateral with respect to goods (including inventory) constituting Collateral, which a Security interest may be perfected in the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part State of California by filing under Article 9 of the Collateral California Uniform Commercial Code, at the time Debtor acquires rights therein, will be situate at one of such locations; (4have) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a perfected security interest in the Collateral in favour of Collateral, subject to no Liens other than Permitted Liens, and additional filings have been made or will be made with the United States Copyright Office and/or Patent Trademark Office as are necessary to perfect the Secured Party Party's security interest in ownership rights and generally perform its obligation under this Agreement; interests of Debtor in all copyrights, patents, and trademarks constituting Collateral; (5c) This Agreement all Inventory has been duly and properly authorized by (or, in the case of hereafter produced Inventory, will be) produced in compliance in all necessary action and constitutes material respects with applicable laws; (d) each Receivable represents a legal, valid and binding obligation of the Debtorcustomers of Debtor arising from bona fide transactions entered into in the ordinary course of business; and and (6e) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposesall information set forth in Attachment 2 hereto is true and correct.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, lien claims, charges, taxeslicences, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claim or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by Lender, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party Lender from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against Lender, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Real Property and Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4e) The Debtor has, has disclosed to Lender all environmental and other matters which could have a material effect on the financial condition or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour operations of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6f) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to Lender will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’“Encumbrances”), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule “A” or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’“Account Debtor”), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ “B” as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ “B” are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor’s rights in the Collateral does to RBC will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so as long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’“Encumbrances”), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule “A” or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’“Account Debtor”), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ “B” as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ “B” are accurate and complete save for goods Goods in transit to such locations and inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor’s rights in the Collateral does to RBC will not include result in a breach of any goods Agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The that the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the Owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defense, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ B as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to RBC will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The : the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’)"Encumbrances") save for the Security Interest and those Encumbrances shown on Schedule "A" or hereafter approved in writing by RBC, except for those Security Interests set out prior to their creation or assumption; all Intellectual Property applications and registrations are valid and in Schedule ‘B’ hereof; (2) Each accountgood standing and Debtor is the owner of the applications and registrations; each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable; (3) The , and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority ; and the right to create mortgages execution, delivery and charges of, performance of the obligations under this Security Agreement and grant a the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral to RBC will not result in favour a breach of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes any agreement to which Debtor is a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposesparty.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infirigements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’“Encumbrances”), except save for the Security Interest, and those Security Interests set out Encumbrances shown on Schedule “A” or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’“Account Debtor”), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ “B” as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ “B” are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations;: and (4e) The Debtor hasthe execution, or will have when Collateral is acquired, delivery and performance of the capacity, authority obligations under this Security Agreement and the right to create mortgages and charges of, and grant a creation of any security interest in or assignment hereunder of Debtor’s rights in the Collateral to RBC will not result in favour a breach of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes any agreement to which Debtor is a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposesparty.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor representsrepresents and warrants, warrants and acknowledges that Secured Party is relying thereupon and and, so long as this Security Agreement remains is in effect effect, shall be deemed continuously to continuously represent and warrant that: : (1a) The any financial statements and other information heretofore delivered to the Secured Party, and any representation, warranty or statement heretofore made or furnished to the Secured Party, by or on behalf of the Debtor or any endorser, guarantor or any other party liable for, or whose assets or any interest therein secures, the payment or performance of all or any portion of the Obligations (collectively, the “Third Party Obligor”), in connection with the Obligations, this Security Agreement or any document, instrument or agreement evidencing, securing or otherwise directly or indirectly relating to any of the Obligations, were and are true and accurate in all material respects when so delivered, made or furnished and, in the case of financial statements, were prepared in accordance with generally accepted accounting principles consistently applied in preceding periods; (b) there has been no material, adverse change in the business or properties, or the condition or operations, financial or otherwise, of the Debtor or any Third Party Obligor since the date on which any of the financial statements, information, representations, warranties or statements described in clause (a) above were delivered, made or furnished to the Secured Party; (c) the Debtor is the owner of or has the right to grant the Security Interest in the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all any security interests, mortgages, liens, claims, charges, taxes, assessments interests or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out as specified in Schedule ‘B’ A attached hereto and made a part hereof; ; (2d) Each accountthe Debtor’s business address and chief executive office are at the Debtor’s address specified below or in Schedule A; and the Debtor’s records concerning the Collateral are kept at the Debtor’s such address; and any and all tradenames, chattel paper division names, assumed names or other names under which the Debtor transacts any part of its business are specified in Schedule A attached hereto and instrument made a part hereof; (e) each Account and Chattel Paper constituting the Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it (hereinafter called the same “Account Debtor”); and no Account Debtor has any defense, setoff, claim or counterclaim against the Debtor which can be asserted against the Secured Party, whether in any proceeding to enforce the Collateral or otherwise; (f) the ‘account debtor’), and the amount amounts represented by Debtor to Secured Party from time to time by the Debtor to the Secured Party as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be and are the correct amount amounts actually and unconditionally owing by such debtor Account Debtor or account debtorsDebtors individually and in the aggregate, except for normal cash discounts where applicable; ; and (3g) The the Collateral which consists of Equipment or Inventory is located at the Debtor's address specified below and at any other locations specified in Schedule ‘A’ as to business operations A attached hereto and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form made a part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposeshereof.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by the Secured Party, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against the Secured Party, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to the Secured Party will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Permitted Liens, the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by Secured Party, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and m good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in all material respects in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable;and ordinary course accommodations and adjustments; and (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete constitute all locations where any material business operations and records are kept and, with respect to goods material Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all minerals to be extracted which form forms part of the Collateral will be situate situated at one of such locations;. (4e) The Debtor hasthe execution, or will have when Collateral is acquired, delivery and performance of the capacity, authority obligations under this Security Agreement and the right to create mortgages and charges of, and grant a creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral in favour of the to Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes will not result in a legal, valid and binding obligation breach of the Debtor; and (6) The Collateral does not include any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by RIF, prior to their creation or assumption; (b) all Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (2c) Each accounteach Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RIF from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RIF, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to RIF will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments charges or other encumbrances, pledges encumbrances (hereinafter collectively called ‘encumbrances’"Liens"), except save for those the Security Interests set out in Schedule ‘B’ hereof; Interest and Permitted Liens; (2) Each accountto the best of the Debtor's knowledge, chattel paper other than as disclosed in writing by the Debtor to the Secured Party, each Debt, Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable; , and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against Secured Party, whether in any proceeding to enforce Collateral or otherwise; and (3) The the locations specified in n Schedule ‘"A’ " hereto as to business operations and records of Debtor are accurate and complete and, with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘"A’ " hereto are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments charges or other encumbrances, pledges encumbrances (hereinafter collectively called ‘encumbrances’"Liens"), except save for those the Security Interests set out in Schedule ‘B’ hereofInterest and Permitted Liens; (2) Each accountto the best of the Debtor's knowledge, chattel paper other than as disclosed in writing by the Debtor to the Secured Party, each Debt, Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable;, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against Secured Party, whether in any proceeding to enforce Collateral or otherwise; and (3) The the locations specified in Schedule ‘"A’ " hereto as to business operations and records of Debtor are accurate and complete and, with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘"A’ " hereto are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor representsrepresents and warrants, warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant warrant, to the Secured Party that: (1a) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by the Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments charges or other encumbrances, pledges encumbrances (hereinafter collectively called ‘encumbrances’)the “Encumbrances”) save for the Security Interest and those encumbrances shown on Schedule “A” hereto or hereafter approved in writing by the Secured Party prior to their creation or assumption; and further that none of the Collateral has been sold, except for those Security Interests set out in Schedule ‘B’ hereof;transferred, assigned, conveyed or otherwise disposed of by the Debtor; and (2b) Each accountdebt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account “Account debtor’), ”) and the amount represented by the Debtor to the Secured Party from time to time as owing by each account Account debtor or by all account Account debtors will be the correct amount actually and unconditionally owing by such Account debtor or account Account debtors, except for normal cash discounts where applicable; (3) The locations specified , and no Account debtor will have any defence, set-off, claim or counterclaim against the Debtor which can be asserted against the Secured Party, whether in Schedule ‘A’ as any proceeding to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods enforce Collateral or otherwise. Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other materials to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor represents, hereby represents and warrants and acknowledges that to the Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant (a) that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; the Permitted Liens (2) Each accountas defined below), chattel paper and instrument constituting the Debtor is, or to the extent that certain of the Collateral is enforceable in accordance with its terms against to be acquired after the party obligated to pay date hereof, will be, the same (owner of the ‘account debtor’)Collateral, and the amount represented by Debtor Collateral existing on the date hereof is and will continue to Secured Party from time be, and, as to time as owing by each account debtor or by all account debtors Collateral arising after the date hereof, will be the correct amount actually and unconditionally owing by such debtor free from any adverse lien, security interest or account debtorsencumbrance; (b) that, except for normal cash discounts where applicable; such financing statements as may be described on Exhibits A-1 and A-2 attached hereto and made a part hereof, ,no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (3c) The locations specified that all additional information, representations and warranties, if any, contained in Schedule ‘A’ as to business operations Exhibits B-1 and records of Debtor are accurate B-2 attached hereto and complete andmade a part hereof are, with respect to goods (including inventory) constituting Collateralthe subject matter thereof, the locations specified in Schedule ‘A’ are true, accurate and complete save for goods in transit all material respects on the date hereof,1 and (d) that the statements made in the Recitals of this Security Interest Agreement, which are deemed incorporated herein by reference, are true, accurate and complete in all material respects, (e) to such locations and all fixtures or goods about to become fixtures which form part of the extent that a valid security interest can be granted in the Collateral pursuant to applicable law or agreement, and subject to existing liens, as stated in Exhibit A-1 and A- 0 and subject to the making of timely filing or other acts to any authorized authority, the security interests granted hereunder to each Secured Party are and will continue to be situate at one of such locations; (4) The Debtor has, or will have when be, in the case of Collateral is acquiredhereafter arising) , the capacity, authority except for Permitted Liens as stated in Exhibit A-1 and the right to create mortgages A- 2 a valid first lien on and charges of, and grant a security interest in the Collateral, superior and prior to the rights of all third parties and (f) Debtor is not presently insolvent and the transfer and pledge of the Collateral in favour of to the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation does not result in the insolvency of the Debtor; and (6) . 1 The Debtor and Secured Party further acknowledge that the Collateral does covered by this Agreement is not include necessarily limited to collateral specifically identified in Exhibits B or C or in any goods which are used other provision or acquired by the Debtor for use primarily for personal, family or household purposesexhibit of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor representsrepresents and warrants, warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’referred to as the “Encumbrances”), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule A, annexed hereto or hereafter approved in Schedule ‘B’ hereofwriting by Lender prior to their creation or assumption; (2b) All Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) Each accountDebt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’“Account Debtor”), and the amount represented by Debtor to Secured Party Lender from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against Lender, whether in any proceeding to enforce Collateral or otherwise; (3d) The locations specified in Schedule ‘A’ B annexed hereto as to business operations and records of Debtor are accurate and complete and, and with respect to goods Real Property and Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ B are accurate and complete save for goods Goods in transit to such locations and all fixtures Inventory on lease or goods about to become fixtures which form part of the Collateral will be situate at one of such locations;consignment. (4e) The Debtor has, has disclosed to Lender all environmental and other matters which could have a material effect on the financial condition or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour operations of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6f) The execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtors’ rights in the Collateral does to Lender will not include result in a breach of the constating documents or by-laws of the Debtor, or any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable;, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; E-FORM 924 (01/2007) (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to RBC will not include any goods result in a breacx xx xny agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by RIF, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RIF from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RIF, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6e) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to RIF will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, lien claims, charges, taxeslicences, assessments leases, infringements by third parties, encumbrances or other encumbrances, pledges adverse claim or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by RBC, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party RBC from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor Account Debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against RBC, whether in any proceeding to enforce Collateral or otherwise; (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete and, and with respect to goods Real Property and Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or goods Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which form forms part of the Collateral will be situate at one of such locations; (4e) The Debtor has, has disclosed to RBC all environmental and other matters which could have a material effect on the financial condition or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour operations of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6f) The the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral does to RBC will not include result in a breach of any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, represents and warrants and acknowledges that Secured Party is relying thereupon and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that: (1a) The the Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxeslicenses, assessments leases, encumbrances or other encumbrances, pledges adverse claims or interests (hereinafter collectively called ‘encumbrances’"Encumbrances"), except save for the Permitted Liens, the Security Interest and those Security Interests set out Encumbrances shown on Schedule "A" or hereafter approved in Schedule ‘B’ hereofwriting by Secured Party, prior to their creation or assumption; (2b) Each accountall Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations ; (c) each Debt, chattel paper Chattel Paper and instrument Instrument constituting Collateral is enforceable in all material respects in accordance with its terms against the party obligated to pay the same (the ‘account debtor’"Account Debtor"), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor Account Debtor or by all account debtors Account Debtors will be the correct amount actually and unconditionally owing by such debtor or account debtorsAccount Debtors, except for normal cash discounts where applicable;and ordinary course accommodations and adjustments; and (3d) The the locations specified in Schedule ‘A’ "B" as to business operations and records of Debtor are accurate and complete constitute all locations where any material business operations and records are kept and, with respect to goods material Goods (including inventoryInventory) constituting Collateral, the locations specified in Schedule ‘A’ "B" are accurate and complete save for goods Goods in transit to such locations and Inventory on lease or consignment ; and all fixtures or goods Goods about to become fixtures and all minerals to be extracted which form forms part of the Collateral will be situate situated at one of such locations;. (4e) The Debtor hasthe execution, or will have when Collateral is acquired, delivery and performance of the capacity, authority obligations under this Security Agreement and the right to create mortgages and charges of, and grant a creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral in favour of the to Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes will not result in a legal, valid and binding obligation breach of the Debtor; and (6) The Collateral does not include any goods agreement to which are used or acquired by the Debtor for use primarily for personal, family or household purposesis a party.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor representshereby represents and warrants to the Agent and the Secured Parties that (a) the Debtor is, warrants and acknowledges or to the extent that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The certain of the Collateral is to be acquired after the date hereof, will be, the sole legal and beneficial owner of the Collateral free from any lien, security interest, encumbrance or will be when restrictions on transfer except as permitted under the Credit Agreement; (b) except as specified in and permitted by the Credit Agreement, no financing statement covering the Collateral is acquired genuine on file in any public office, other than the financing statements filed pursuant to this Security Agreement (and beneficially owned by other than financing statements on file in favor of State Street Bank and Trust Company and Citizens Savings Bank, prior lenders to Debtor free of who are being paid off with the first Advances under the Credit Agreement and who will promptly terminate all security interestssuch financing statements in connection therewith); (c) all additional information, mortgagesrepresentations and warranties contained in EXHIBIT B hereto and made a part hereof are true, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods on the date hereof; (including inventoryd) constituting Collateral, there are no restrictions upon the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part voting rights of any of the Collateral will be situate at one of such locations; (4) The Pledged Securities and the Debtor has, or will have when Collateral is acquired, the capacity, authority and has the right to create mortgages and charges ofvote, and pledge, grant a security interest in and otherwise transfer the Collateral Pledged Securities owned by it free of any encumbrances (other than applicable restrictions imposed by any state or local authorities, or Federal or state securities laws or regulations); and (e) the Pledged Securities are duly and validly issued, fully paid and nonassessable, and each certificate or instrument evidencing the Pledged Securities is issued in favour the name of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.as described on EXHIBIT A.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) : The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) ; Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) ; The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) ; The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) ; This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) and The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.