Common use of REPRESENTATIONS AND WARRANTIES OF DEBTOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF DEBTOR. (a) Debtor shall at all times maintain the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated. Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) Debtor shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of Secured Party. (c) Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest. (e) Debtor shall promptly execute and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. In order to induce Lender to enter into this Amendment, Debtor, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Debtor shall at has full power and authority to enter into this Amendment and to incur and perform all times maintain obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in validity of this Amendment or the Collateral in favor performance of any of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated. obligations of Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) There is no fact known to Debtor shall or which should be known to Debtor which Debtor has not transferdisclosed to Lender on or prior to the date of this Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any representation, pledgewarranty, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of Secured Partyrecital contained in this Amendment. (c) Except as expressly set forth in this Amendment, Debtor acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall keep in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and preserve its equipment, inventory and other tangible Collateral in good condition, repair and orderobligations of Debtor under the terms of the Loan Documents. (d) Debtor shallhas no defenses, within ten (10) days affirmative or otherwise, rights of obtaining knowledge thereofsetoff, advise the Secured Party promptlyrights of recoupment, in sufficient detailclaims, counterclaims, actions or causes of action of any material adverse change kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the Collateraltransactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the occurrence terms or conditions of the Loan Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Debtor hereby acknowledges and agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any event claims or of liability for any matter or precedent upon which would have a material adverse effect on the value of the Collateral any claim or on the Secured Party’s security interestliability may be asserted. (e) Debtor shall promptly execute represents and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent warrants that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date hereof no Events of execution, and all references herein Default (as defined in the Note) exist under the Loan Documents or have occurred prior to the “Debtor” shall be deemed to include each Additional Debtordate hereof. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. In order to induce Lender to enter into this Amendment, Debtor, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Debtor shall at has full power and authority to enter into this Amendment and to incur and perform all times maintain obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in validity of this Amendment or the Collateral in favor performance of any of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated. obligations of Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) There is no fact known to Debtor shall or which should be known to Debtor which Debtor has not transferdisclosed to Lender on or prior to the date of this Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any representation, pledgewarranty, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of Secured Partyrecital contained in this Amendment. (c) Except as expressly set forth in this Amendment, Debtor acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall keep in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and preserve its equipment, inventory and other tangible Collateral in good condition, repair and orderobligations of Debtor under the terms of the Loan Documents. (d) Debtor shallhas no defenses, within ten (10) days affirmative or otherwise, rights of obtaining knowledge thereofsetoff, advise the Secured Party promptlyrights of recoupment, in sufficient detailclaims, counterclaims, actions or causes of action of any material adverse change kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the Collateraltransactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the occurrence terms or conditions of the Loan Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Debtor hereby acknowledges and agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any event claims or of liability for any matter or precedent upon which would have a material adverse effect on the value of the Collateral any claim or on the Secured Party’s security interestliability may be asserted. (e) Debtor shall promptly execute represents and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent warrants that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date hereof no Events of execution, and all references herein Default (as defined in the Note) exist under the Loan Documents or have occurred prior to the “Debtor” shall be deemed to include each Additional Debtor. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.date hereof

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby warrants, represents, covenants and agrees that: (a) The execution, delivery and performance of this Agreement are within Debtor's corporate powers, have been duly authorized, are not in contravention of law or the terms of Debtor's charter, bylaws, or other incorporation papers, or of any indenture, agreement or undertaking to which Debtor is a party or by which it is bound. (b) Except for the security interests granted hereby and the Prior Lien, Debtor is, and as to Collateral to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance or the like, and has full authority to use the same as Collateral; and Debtor agrees that it will defend the Collateral and proceeds thereof against the claims and demands of any person at any time claiming the same or any interest therein. (c) Debtor will keep the Collateral in good condition and will not waste or destroy any of the same. Debtor will not use or permit any person to use the Collateral in a manner prohibited by law, in violation of any insurance policy, or in any manner inconsistent with the Secured Party's security interest. (d) Debtor will immediately notify Secured Party of any loss or damage to the Collateral and will, at the option of Secured Party, pay to Secured Party directly upon receipt the proceeds of any insurance received as a result of such loss or damage (any such payment, however, not to affect Secured Party's security interest in such Collateral as long as any Obligations remain outstanding), provided that in the event such proceeds exceed the amount of the Obligations then outstanding, Debtor shall be entitled to retain such excess. (e) Debtor will pay promptly when due all taxes and assessments upon the Collateral, upon the proceeds thereof, upon this Agreement, upon any note or notes evidencing Obligations, or otherwise due by Debtor. Debtor will deliver to Secured Party, on demand, certificates satisfactory to Secured Party evidencing the payment of such taxes and assessments. (f) Debtor will not sell, offer for sale, transfer, or dispose of the Collateral or any interest in the Collateral other than in the ordinary course of business without the prior written consent of the Secured Party. (g) Debtor has places of business only at, and all Collateral presently owned or hereafter acquired by Debtor, and all records relating thereto, will be kept only at its address first stated above. Whether or not any change in location violates the terms hereof, Debtor shall notify Secured Party not less than thirty (30) days before any change is intended to be made in the foregoing address(es). (h) Debtor shall at all reasonable times maintain the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated. Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one allow Secured Party, by or through any of its officers, agents, attorneys or accountants, to examine or inspect the Collateral wherever located. Debtor shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as Secured Party may require, to vest more financing statements pursuant completely in and assure to Secured Party its rights hereunder and in or to the UCC in form reasonably satisfactory Collateral. (i) All information furnished to the Secured Party and concerning any of the Collateral or otherwise is or will pay be at the cost of filing time the same is furnished, accurate and correct in all public offices wherever filing is, or is deemed by the material respects and complete insofar as completeness may be necessary to give Secured Party to be, necessary or desirable to effect a true and accurate knowledge of the rights and obligations provided for hereinsubject matter. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish will deliver to Secured Party promptly at Secured Party's request at any time and from time to time, upon demandsuch schedules of Inventory, such releases Accounts, Equipment, General Intangibles and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) Debtor shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of Secured Party. (c) Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest. (e) Debtor shall promptly execute and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action Leasehold Improvements as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect be desirable to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of obtain information on the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor. (j) Debtor will from time shall have and maintain insurance at all times with respect to time promptly execute all Inventory and deliver Equipment against "all such further instruments and documents, and take all such further action as may be necessary or desirable, risks" as Secured Party may reasonably requestrequire, in such form, for such periods and written by such companies as may be satisfactory to Secured Party, such insurance to be payable to and adjustable with Secured Party and Debtor as their interest may appear. All policies of insurance shall provide for not less than ten (10) days' written minimum cancellation or amendment notice to Secured Party and at request of Secured Party shall be delivered to and held by it. Secured Party is hereby appointed as attorney irrevocable for Debtor in obtaining, adjusting, settling and canceling such insurance and endorsing any drafts. Secured Party may apply any proceeds of such insurance against any of the Obligations, whether or not the same have matured, in such manner and order of application as Secured Party may determine. In the event of failure to perfect provide insurance as herein provided, Secured Party may at Secured Party's option, (but shall not be obligated to) provide such insurance and protect Debtor shall pay to Secured Party, on demand, the cost thereof, and such obligation, shall constitute Obligations hereunder. (k) Each Account will represent an undisputed bona fide indebtedness, in the face amount thereof, of an Account Debtor to Debtor. Except as provided for in the Purchase Agreement or the License Agreement, there will be no defenses, setoffs, contra-claims, or counter-claims of any security interest granted nature whatsoever to or against any Account. No agreement under which any deduction or discount may be claimed will be made with any Account Debtor except as shown on the original statement or invoice furnished Secured Party with reference thereto. (l) Secured Party shall not be deemed to have assumed any liability or responsibility to Debtor or any third person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed by Secured Party to Debtor (which shall automatically be deemed to be without recourse to Secured Party in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purported to be granted hereby represented by any such documents; and Secured Party, by accepting such security interest in the Collateral, or by releasing any Collateral to Debtor, shall not be deemed to have assumed any obligation or liability to any supplier or Account Debtor or to enable the any other third party, and Debtor agrees to indemnify and defend Secured Party to exercise and enforce their rights and remedies hereunder and with hold it harmless in respect to any Collateral claim or proceeding arising out of any matter referred to otherwise carry out the purposes of in this Agreementparagraph.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Each Debtor represents and warrants as of the date hereof as follows: 4.1 Such Debtor has not assigned any of its rights under the Assigned Agreements except as expressly permitted under each of the Credit Agreement and the Mortgage Notes Indenture. 4.2 Except as otherwise permitted by the Credit Agreement and the Mortgage Notes Indenture such Debtor has not executed and is not aware of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral, except such as may have been filed in accordance with the terms of this Agreement and the other Financing Agreements in favor of the Secured Parties. 4.3 Except as otherwise permitted by the Credit Agreement and the Mortgage Notes Indenture and as provided in Section 4.5 and 4.6 hereof, such Debtor is lawfully possessed of ownership of the Collateral and has full right, title and interest in and to all rights purported to be granted to it under the Assigned Agreements, not subject to any Liens except Permitted Liens. Such Debtor has full power and lawful authority to grant and assign the Collateral hereunder and all consents of third parties required in connection therewith have been obtained. 4.4 Such Debtor does not do business, and for the previous five years has not done business, under any fictitious business names or trade names. 4.5 To the knowledge of such Debtor, such Debtor is the true, lawful and exclusive owner of the Marks listed in ANNEX 2 in connection with Debtor's present business, except those listed as being held under a non-exclusive license, and said listed Marks include all of such Debtor's United States federal registrations or applications registered in the United States Patent and Trademark office. To the knowledge of such Debtor, such Debtor owns or is licensed to use all Marks in connection with its present business that are material to its business. Such Debtor is aware of no material third party claim that any aspect of such Debtor's present or contemplated business operations infringes or will infringe on any such third party's rights to such Marks. Such Debtor is the owner of record of all United States registrations and applications listed in ANNEX 2 hereto and that, to the knowledge of such Debtor, said registrations are valid, subsisting, have not been canceled and that such Debtor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable. 4.6 To the knowledge of such Debtor, such Debtor is the true, lawful and exclusive owner of all rights in the Patents listed in ANNEX 3 hereto and in the Copyrights listed in ANNEX 4 hereto. Said listed Patents include all the United States patents and applications for United States patents that such Debtor owns and said listed Copyrights constitute all the United States copyrights registered in the United States Copyright Office and applications for United States copyrights that it now uses or practices under that are material to its business. Such Debtor is aware of no material third party claim that any aspect of such Debtor's present or contemplated business operations infringes or will infringe on any such third party's rights to any patent or any copyright. 4.7 All notes and other instruments (aexcluding checks) comprising any and all items of Collateral have been delivered to the Intercreditor Agent duly endorsed and accompanied by duly executed instruments of transfer or assignment in blank. 4.8 The jurisdiction in which each Debtor is located for purposes of Sections 9-301 and 9-307 of the UCC is set forth in ITEM A of ANNEX 1 hereto. Set forth in ITEM B of ANNEX 1 is each location a secured party would have filed a UCC financing statement prior to July 1, 2001 to perfect a security interest in equipment, inventory and general intangibles owned by each Debtor. No Debtor has any trade names other than those set forth in ITEM C of ANNEX 1 hereto. During the four months preceding the date hereof, no Debtor has been known by any legal name different from the one set forth on the signature page hereto, nor has such Debtor been the subject of any merger or other corporate reorganization, except as set forth in ITEM D of ANNEX 1 hereto. The name set forth on the signature page is the true and correct name of such Debtor. Each Debtor's federal taxpayer identification number is (and, during the four months preceding the date hereof, such Debtor has not had a federal taxpayer identification number different from that) set forth in ITEM E of ANNEX 1 hereto. If the Collateral of any Debtor includes any inventory located in the State of California, such Debtor is not a "retail merchant" within the meaning of Section 9102 of the California UCC. No Debtor is a party to any federal, state or local government contract except as set forth in ITEM F of ANNEX 1 hereto. 4.9 This Agreement creates a valid security interest in the Collateral securing the payment of the Secured Obligations; provided that with respect to Marks, Copyrights and Patents and any other intellectual property included as Collateral herein, this representation shall at only extend to such Marks, Copyrights and Patents that are the subject of United States federal registrations or applications. Each Debtor has filed or caused to be filed all times maintain financing statements in the Security Interests provided appropriate offices therefor (or has authenticated and delivered to the Intercreditor Agent financing statements suitable for hereunder as valid filing in such offices) and has taken all of the actions necessary to create perfected first and (subject to Permitted Liens) first-priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement other than, (a) all deposit accounts, securities accounts and the Security Interest hereunder shall be terminated. Debtor hereby agrees to defend the same against the claims of any investment accounts (and all persons related investment property and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agentfinancial assets), Debtor will sign and deliver except to the Agent on behalf of the Secured Party at any time or from time extent an agreement relating to time one or more financing statements pursuant such accounts referred to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed Section 5.13 has been obtained by the Secured Party to beDebtors, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) Debtor shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose letter of any credit rights except to the extent the issuer of such letter of credit has consented to an assignment of the Collateral without the prior written consent proceeds of Secured Party. such letter of credit and (c) Debtor shall keep until 185 days after the Closing Date, any deposit accounts, securities accounts, investment accounts (and preserve its equipment, inventory related investment property and other tangible Collateral in good condition, repair and orderfinancial assets) or like accounts located outside the United States. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest. (e) Debtor shall promptly execute and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby warrants and agrees with the Lender as follows: (a) The Debtor shall at all times maintain will not, during the Security Interests provided for hereunder as valid and perfected first priority liens and currency of this Agreement, give any further or other security interests in agreement covering the Collateral in favor of to any party other than the Secured Party until this Agreement Lender and the Security Interest hereunder shall no financing statement (other than any which may be terminated. Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent filed on behalf of the Secured Party at Lender) covering any time of the Collateral is, now or from time will be on file in any public office while this Security Agreement remains outstanding, save that the Debtor may create a purchase money security interest in collateral hereafter acquired but only if such interest is perfected and notification thereof given to time one or more financing statements the Lender pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality provisions of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereundergoverning statutes in that behalf. (b) That except for the security interest granted hereby, the Debtor shall not transferis, pledgeor, hypothecate, encumber, license, sell or otherwise dispose of any as to Collateral acquired after the date hereof (save a purchase money security interest as above described) will be the owner of the Collateral, free from any adverse lien, security interest or encumbrance, and agrees that it will defend the Collateral without against all claims and demands of all persons at any time claiming the prior written consent of Secured Partysame or any interest therein. (c) The Debtor shall keep from time to time forthwith on request furnish to the Lender in writing all information requested relating to the Collateral and preserve its equipment, inventory the Lender shall be entitled from time to time to inspect the aforesaid collateral and other tangible to take temporary custody of and make copies of all documents relating to the accounts receivable and for such purposes the Lender shall have access to all premises occupied by the Debtor or where the Collateral in good condition, repair and orderor any of it may be found. (d) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect shall from time to time forthwith on the value Lender's request do, make and execute all such financing statements, further assignments, documents, acts, matters and things as may be required by the Lender of or with respect to the Collateral or on any part thereof or as may be required to give effect to these presents, and the Secured Party’s security interestDebtor hereby constitutes and appoints the Manager or acting Manager for the time being of the above-mentioned office of the Lender, or any receiver appointed by the Court or Lender as hereafter set out, the true and lawful attorney of the Debtor irrevocably with full power of substitution to do, make and execute all such assignments, documents, acts, matters or things with the right to use the name of the Debtor whenever and wherever it may be deemed necessary or expedient. (e) The Debtor shall promptly execute keep the inventory and deliver equipment insured against loss by fire and such other risks as the Lender may reasonably require for their full insurable value and will pay all premiums in connection with such insurance. All policies of insurance and the proceeds thereof will be held in trust by the Debtor for the benefit of the Lender under the provisions of this Agreement. If the Debtor neglects to Secured Party provide such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicableinsurance, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to Lender may obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as charge the premiums therefor to the Debtor, for all purposes hereof as fully and together with interest at the rate currently charged to the same extent as if it were an original signatory hereto and shall be deemed Debtor under its obligations to have been made the representations, warranties and covenants set forth herein as of Lender at the date of execution, and all references herein to payment of the “Debtor” shall be deemed to include each Additional Debtorpremium by the Lender. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. (a) Each Debtor shall at represents and warrants as of the date hereof as follows: 4.1 Such Debtor has not assigned any of its rights under the Assigned Agreements except as expressly permitted under the Construction Loan Agreement. 4.2 Except as otherwise permitted by the Construction Loan Agreement such Debtor has not executed and is not aware of any effective financing statement, security agreement or other instrument similar in effect covering all times maintain or any part of the Security Interests provided for hereunder Collateral, except such as valid and perfected first priority liens and security interests may have been filed in accordance with the Collateral terms of this Agreement in favor of the Secured Party until this Parties. 4.3 Except as otherwise permitted by the Construction Loan Agreement and as provided in Sections 4.5 and 4.6 hereof, such Debtor is lawfully possessed of ownership of the Security Interest Collateral and has full right, title and interest in and to all rights purported to be granted to it under the Assigned Agreements (to the extent such Debtor is a party to such Assigned Agreements as of the date hereof), not subject to any Liens except Permitted Liens. Such Debtor has full power and lawful authority to grant and assign the Collateral hereunder shall be terminatedand all consents of third parties required in connection therewith have been obtained. 4.4 Except as set forth in Item C of Annex 1, such Debtor does not do business, and for the previous five years has not done business, under any fictitious business names or trade names. 4.5 To the knowledge of such Debtor, such Debtor is the true, lawful and exclusive owner of the Marks listed in Annex 2 in connection with Debtor’s present business, except those listed as being held under a non-exclusive license, and said listed Marks include all of such Debtor’s United States federal registrations or applications registered in the United States Patent and Trademark office. To the knowledge of such Debtor, such Debtor hereby agrees owns or is licensed to defend use all Marks in connection with its present business that are material to its business. Such Debtor is aware of no material third party claim that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe on any such third party’s rights to such Marks. Such Debtor is the same against owner of record of all United States registrations and applications listed in Annex 2 hereto and that, to the claims knowledge of such Debtor, said registrations are valid, subsisting, have not been canceled and that such Debtor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable. 4.6 To the knowledge of such Debtor, such Debtor is the true, lawful and exclusive owner of all rights in the Copyrights listed in Annex 3 hereto and in the Patents listed in Annex 4 hereto. Said listed Patents include all the United States patents and applications for United States patents that such Debtor owns and said listed Copyrights constitute all the United States copyrights registered in the United States Copyright Office and applications for United States copyrights that it now uses or practices under that are material to its business. Such Debtor is aware of no material third party claim that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe on any such third party’s rights to any patent or any copyright. 4.7 All notes and other instruments (excluding checks) comprising any and all persons items of Collateral have been delivered to the Administrative Agent duly endorsed and entities. accompanied by duly executed instruments of transfer or assignment in blank. 4.8 The jurisdiction in which each Debtor shall safeguard is located for purposes of Sections 9-301 and protect all Collateral for the account 9-307 of the Secured PartyUCC is set forth in Item A of Annex 1 hereto. At the request Set forth in Item B of the AgentAnnex 1 is each location a secured party would have filed a UCC financing statement prior to July 1, Debtor will sign and deliver 2001 to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC perfect a security interest in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) Debtor shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of Secured Party. (c) Debtor shall keep and preserve its equipment, inventory and general intangibles owned by each Debtor. No Debtor has any trade names other tangible than those set forth in Item C of Annex 1 hereto. During the four (4) months preceding the date hereof, no Debtor has been known by any legal name different from the one set forth on the signature page hereto, nor has such Debtor been the subject of any merger or other corporate reorganization, except as set forth in Item D of Annex 1 hereto. The name set forth on the signature page is the true and correct name of such Debtor. Each Debtor’s federal taxpayer identification number is (and, during the four (4) months preceding the date hereof, such Debtor has not had a federal taxpayer identification number different from that) set forth in Item E of Annex 1 hereto. If the Collateral of any Debtor includes any inventory located in good conditionthe State of California, repair and ordersuch Debtor is not a “retail merchant” within the meaning of Section 9102 of the California UCC. No Debtor is a party to any federal, state or local government contract except as set forth in Item F of Annex 1 hereto. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have 4.9 This Agreement creates a material adverse effect on the value of the Collateral or on the Secured Party’s security interest. (e) Debtor shall promptly execute and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s valid security interest in the Collateral including, without limitation, if applicable, securing the execution and delivery payment of a separate security agreement the Secured Obligations; provided that with respect to each Debtor’s Intellectual Property Marks, Copyrights and Patents and any other intellectual property included as Collateral herein, this representation shall only extend to such Marks, Copyrights and Patents that are the subject of United States federal registrations or applications. Each Debtor has filed or caused to be filed all financing statements in the appropriate offices therefor (“Intellectual Property Security Agreement”or has authenticated and delivered to the Administrative Agent financing statements suitable for filing in such offices) and has taken all of the actions necessary to create perfected and (subject to Permitted Liens) first priority security interests in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security AgreementCollateral, other than as stated therein(a) any deposit accounts, shall securities accounts and investment accounts (and related investment property and financial assets) for which a control agreement relating to such accounts is not required to be subject obtained by Debtors under Section 5.13, (b) letter of credit rights except to all the extent the issuer of such letter of credit has consented to an assignment of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party proceeds of such change andletter of credit, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (hc) To the extent that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date of executionaircraft, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor(d) motor vehicles and mobile goods. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby represents ---------------------------------------- and warrants to Secured Party that: (a) Debtor shall at all times maintain is a corporation duly organized, validly existing, and in good standing under the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor laws of the Secured Party until this Agreement State of Delaware. The name of Debtor set forth on the first page hereof is the true and the Security Interest hereunder shall be terminated. Debtor hereby agrees to defend the same against the claims correct legal name of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunderDebtor. (b) Debtor shall not transferhas all the necessary corporate power and authority to enter into this Agreement and to perform the obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized and approved by all necessary action on the part of the Board of Directors. This Agreement has been duly executed and delivered by Debtor and constitutes the valid and binding obligation of Debtor, pledgeenforceable against Debtor in accordance with its terms, hypothecatesubject as to enforceability to any applicable bankruptcy, encumberinsolvency, licensemoratorium or other laws affecting creditors' rights generally or such principles of equity as a court of competent jurisdiction might apply. (c) Assuming the filing of the UCC-1 Financing Statement in the form attached hereto as Exhibit A in the appropriate state or county governmental --------- office, sell the payment of all requisite fees in connection with such filing and the satisfaction of all other filing requirements imposed by statute or otherwise dispose otherwise, all filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by Debtor to Secured Party hereby in respect of the Collateral will have been accomplished and the security interest granted to Secured Party pursuant to this Agreement in and to the Collateral will constitute a valid and enforceable perfected security interest therein, and Secured Party is entitled to all the rights, priorities and benefits afforded by the California Uniform Commercial Code or other relevant law as enacted in any relevant jurisdictions to perfected security interests. (d) So long as any of the Secured Obligations remain unpaid, Debtor will not execute or authorize to be filed at any public office any other financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interest granted hereby by Debtor and purchase money security interests. Debtor further covenants that it will not grant any additional security interests which rank in priority to the security interest in the Collateral granted in this Agreement in the assets, properties or the business of Debtor without the prior written consent of Secured Party. (c) Party except for purchase money security interests and provided further that Debtor shall keep and preserve has granted a prior security interest in all of its equipment, inventory and other tangible Collateral in good condition, repair and order. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interestassets to Imperial Bank. (e) No representations or warranties of Debtor shall promptly execute and deliver contained in this Agreement or in any document, statement or certificate furnished or to Secured Party such further deedsbe furnished pursuant to this Agreement, mortgagescontain an untrue statement of a material fact, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time omit to time request and may in its sole discretion deem state a material fact necessary to perfect, protect or enforce make the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery statements of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereoffact herein not misleading. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. (a) a. Debtor shall at has full power and authority to enter into this Amendment and to incur and perform all times maintain the Security Interests provided for hereunder obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated. Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver a condition to the Agent on behalf validity of this Amendment or the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) Debtor shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose performance of any of the Collateral without the prior written consent obligations of Secured PartyDebtor hereunder. (c) b. There is no fact known to Debtor shall keep or which should be known to Debtor which Debtor has not disclosed to Lenders on or prior to the date of this Amendment which would or could materially and preserve its equipmentadversely affect the understanding of Lenders expressed in this Amendment or any representation, inventory and other tangible Collateral warranty, or recital contained in good condition, repair and orderthis Amendment. (d) c. Except as expressly set forth in this Amendment, Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, acknowledges and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest. (e) Debtor shall promptly execute and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, agrees that neither the execution and delivery of a separate security agreement with respect this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Debtor under the terms of the Loan Documents. d. Debtor has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lenders, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) the execution of this Amendment and occurred, existed, was taken, permitted or begun in which the Secured Party has been granted a security interest hereunderaccordance with, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreementpursuant to, other than as stated therein, shall be subject to all or by virtue of any of the terms and or conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserveof the Loan Documents. To the extent any such defenses, enforce and collect any affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and accounts receivable in respect released. Debtor hereby acknowledges and agrees that the execution of this Amendment by Lenders shall not constitute an acknowledgment of or admission by Lenders of the Collateralexistence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice e. Except as may have been previously disclosed to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession of any third partyLenders, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral represents and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein warrants that as of the date hereof no Events of execution, and all references herein Default (as defined in the Note) exist under the Loan Documents or have occurred prior to the “Debtor” shall be deemed to include each Additional Debtordate hereof. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that: (a) Debtor shall at all times maintain is a corporation, it is duly organized and validly existing and is in good standing under the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor laws of the Secured Party until this Agreement and the Security Interest hereunder shall be terminatedits jurisdiction of organization. Debtor hereby agrees is qualified to defend do business in every state in which the same against nature of its business conducted or the claims character of any and all persons and entities. Debtor shall safeguard and protect all Collateral for its property owned in such state would require such qualification, except where the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver failure to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) Debtor shall so qualified would not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of Secured Party. (c) Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value Borrower. (b) Debtor has the power to execute, deliver and perform this Agreement, to borrow from the Bank or to guaranty to the Bank the obligations of others. The execution, delivery and performance of this Agreement and any notes, guaranties or other documents, instruments or agreements evidencing Debtor's obligations to the Bank have been duly authorized, if Debtor is a corporation, partnership, limited liability company, trust or other legal entity, will not violate the articles of organization, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if the Debtor is a corporation, partnership, limited liability company, trust or other legal entity, or any law, regulation or court order, and will not result in a default under any agreement or indenture to which the Debtor is a party. (c) Debtor has furnished to the Bank such tax returns, financial statements, including balance sheets and income statements showing profit (or loss) and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements fairly present the financial condition of the Debtor for the periods then ended, reflect all known liabilities, direct or contingent of a type required to be set forth on financial statements, and, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, except in the case of interim financial statements, which are subject to normal year-end audit adjustments and the addition of footnotes. There has been no material adverse change in the assets, liabilities, financial condition, business or prospects of Debtor since the date of the last dated financial statements delivered to the Bank before the date of this Agreement. (d) Debtor has good and marketable title to the property and assets which are reflected on the last dated financial statements and which it purports to own, other than property and assets that have been disposed of in the ordinary course of business since the date of such financial statements. All of the Collateral which Debtor purports to own is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages previously disclosed to the Bank in writing or permitted by the Notes. No effective financing statement covering the Collateral or any proceeds thereof is on file in any public office except those disclosed in writing to the Secured Party’s security interestBank or permitted by the Notes. (e) There is no suit or proceeding at law or in equity pending or, to the knowledge of the Debtor, threatened against the Debtor shall promptly execute or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the financial condition of the Debtor. The Debtor is not a party to any document, agreement or instrument, and deliver is not subject to Secured Party such further deedsany charge, mortgages, assignments, security agreements, financing statements order or other instrumentsrestriction, documentsmaterially and adversely affecting its business, certificates and assurances and take such further action properties, assets, operations or condition, financial or otherwise, except as Secured Party may from time previously disclosed to time request and may the Bank in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereofwriting. (f) Debtor shall take has filed all steps reasonably necessary federal, state and local tax returns and other reports it is required by law to diligently pursue file and seek to preservehas paid all taxes and other charges that are due and payable, enforce other than taxes which are being contested in good faith and collect any rights, claims, causes of action and accounts receivable in respect of the Collateralby appropriate proceedings. (g) Debtor shall is not change its namein default in any material respect in the performance, type observance or fulfillment of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreementobligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor. (h) To Debtor has not, during the extent that preceding five (5) years, changed its name, been a party to a merger, or used any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect other corporate or fictitious name except as previously described to the Collateral, Bank in form and substance reasonably satisfactory to Secured Partywriting. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional The Debtor”)'s chief executive office, The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as is the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants location set forth herein as of at the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes beginning of this Agreement. The Collateral other than any motor vehicles or other movable equipment is now and will continue to be kept at the location set forth at the beginning of this Agreement and the following additional locations until such time as the written consent of the Bank to a change in location is received: (i) Route 104, Xxxxxxxxxxx Xxx, Xxxxxxxx, Xxx Xxxxxxxxx; (ii) Millx Falls Marketplace, Meredith, New Hampshire; (iii) Settxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxxxxx; (xv) 279 Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx; (x) Lexington Road, Laconia, New Hampshire. Records concerning the Collateral located at all such locations.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. (a) The Debtor shall at all times maintain hereby represents, warrants and covenants as follows: A. That, except for the Security Interests provided for hereunder as valid Interests, the Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance, and perfected first priority liens that the Debtor will defend the Collateral against all claims and security interests demands of all persons at any time claiming any interest therein. B. That no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. C. That the Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by such Debtor in appropriate proceedings. Such amount which is being contested shall be fully reserved on the financial statements of the Debtor. D. That the Debtor will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral in favor and the amount or an estimate of the amount of such loss or diminution. E. The Debtor will not sell or offer to sell or otherwise transfer or dispose of the Collateral or any interest therein without the written consent of the Secured Party; provided, however, that as long as no Event of Default has occurred and is continuing and subject to the terms of the Consignment Agreement or Loan Agreement, the Debtor may, without the consent of the Secured Party until this Agreement (i) sell its inventory in the ordinary course of its business and the Security Interest hereunder shall be terminated. Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and Debtor shall obtain and furnish to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (bii) Debtor shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any obsolescent items of equipment in the ordinary course of business consistent with past practices. F. That except as otherwise provided herein, the Debtor will keep the Collateral without the prior written consent of Secured Party. (c) Debtor shall keep free from any adverse lien, security interest or encumbrance and preserve its equipment, inventory and other tangible Collateral in good condition, order and repair and order. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of will not waste or destroy the Collateral or on any part thereof; and the Secured Party’s security interest. (e) Debtor shall promptly execute and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in will not use the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession violation of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Partystatute or ordinance. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtor. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. (a) Debtor shall at all times maintain the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated. The Debtor hereby agrees to defend the same against the claims of any represents and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory warrants to the Secured Party as follows: (a) The Debtor is a limited liability company duly organized and will pay validly existing under the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality laws of the foregoingState of Delaware. The Debtor is qualified to do business in every jurisdiction in which it is doing business, Debtor shall pay all fees, taxes and other amounts necessary except to maintain the Collateral and extent that the Security Interests hereunder, and Debtor shall obtain and furnish failure to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder. (b) Debtor shall so qualify will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of Secured Party. (c) Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value Debtor or its business. (b) The Debtor has the power to execute, deliver and perform this Security Agreement. The execution, delivery and performance of this Security Agreement has been duly authorized, will not violate the operating agreement of the Debtor or any law, regulation or court order, and will not result in the default in any agreement or indenture to which the Debtor is a party or by which it or its assets are bound. (c) The Debtor has good and marketable title to the property and assets, which are reflected on its financial statements. All of the Collateral or on is owned by the Debtor, free and clear of all liens and encumbrances and liens and encumbrances in favor of the Secured Party’s security interest. All of the other property and assets of the Debtor reflected on its financial statements is owned by the Debtor, free and clear of all liens and encumbrances. No effective financing statement covering the Collateral or any proceeds thereof is on file in any public office, except financing statements in favor of the Secured Party. (d) There are no actions, suits or proceedings at law or in equity pending or threatened before any court or administrative body in which it will be or is sought to restrain or prohibit or obtain damages or other relief in connection with the Security Agreement or the consummation of the transactions contemplated thereby. No restraining order or injunction shall prevent the transactions contemplated by the Security Agreement. (e) The Debtor shall promptly execute has filed all federal, state and deliver local tax returns and other reports, which it is required by law to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or file and has paid all taxes and other instruments, documents, certificates charges that are due and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereofpayable. (f) Debtor shall take all steps reasonably necessary to diligently pursue The Debtor’s principal place of business, chief executive office and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of place where it keeps its records concerning the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants location set forth herein as of the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtoron Schedule B attached hereto. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby represents ----------------------------------------- and warrants to Secured Party as follows: (a) Debtor shall at all times maintain Except for the Security Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor interest of the Secured Party until this granted hereby, the security interest granted to the Screen Actors Guild, Inc. pursuant to that certain Security Agreement dated as of September 7, 2000, (the "SAG Interest") and except as provided in Paragraph 6 hereof, Debtor is, and as to Collateral acquired after the Security Interest hereunder date hereof, shall be terminated. Debtor hereby agrees to defend and will be, the same against the claims owner of all Collateral, free from any lien, security interest, encumbrance, claim or other right, title or interest of any and all persons and entities. Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agentother person, Debtor will sign and deliver to the Agent on behalf of the Secured Party at any time firm or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunderentity, and Debtor shall obtain defend the Collateral against all claims and furnish demands of all persons at any time claiming the same or any interest therein adverse to Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunderParty. (b) Debtor shall not transferExcept for any documents reflecting the perfection or recording of the SAG Interest, pledgethere is no financing statement, hypothecateconditional assignment, encumber, license, sell chattel mortgage or otherwise dispose similar document now on file in any public office covering the Collateral (including without limitation the office of the Register of Copyrights for the United States or similar office of any other county or other political unit); and so long as any portion of any indebtedness or other liabilities of Debtor to Secured Party remains unpaid, Debtor will not execute nor permit to be filed in any public office any such documents except for the recording of this agreement with the U.S. Register of Copyrights and the financing statement(s) filed or to be filed in connection with the perfection of the Collateral without security interest herein granted and any security interest hereafter created pursuant to the prior written consent provisions of Secured Partysubparagraph 6(c) hereof. (c) All contracts, Certificates of Registration of Claim to Copyright and all other documents relating to Collateral now owned or hereafter acquired by Debtor shall keep are now or will immediately hereafter be maintained and preserve its equipmentkept at Debtor`s principal place of business located at Bryn Mawr, inventory Pennsylvania, and other tangible Collateral Debtor will promptly notify Secured Party, in good conditionwriting, repair and orderof any change in or addition to the location set forth above. (d) Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, is a Pennsylvania limited liability company and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest. (e) Debtor shall promptly execute and deliver to Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to Secured Party which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (f) Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (g) Debtor shall not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Secured Party is 2923573. The address of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (h) To the extent that any Collateral Debtor`s chief executive office is in the possession of any third party, Debtor shall join with Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to Secured Party. (i) Debtor shall cause such subsidiary and/or assign of such Debtor to immediately become a party hereto (an “Additional Debtor”), The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtor, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have been made the representations, warranties and covenants set forth herein as of the date of execution, and all references herein to the “Debtor” shall be deemed to include each Additional Debtorin Section 10 hereof. (j) Debtor will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, as Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.