Common use of Representations and Warranties of Each Grantor Clause in Contracts

Representations and Warranties of Each Grantor. Each Grantor represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, as follows: (i) Such Grantor owns and has good and marketable title to all of its Collateral, free and clear of any Liens other than Liens permitted pursuant to Section 6.01 of the Credit Agreement and has rights in and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder. (ii) Such Grantor has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement in accordance with its terms, including the granting of the Security Interest hereunder, do not and will not, by the passage of time, the giving of notice, or both: (A) require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, and except for filings required by applicable securities laws and regulations, which filings have been made or will be made on or prior to the date on which such filings are required to be made; (B) violate any Requirements of Law applicable to any Grantor or any judgment, order or ruling of any Governmental Authority binding on any Grantor; (C) violate or result in a default under any indenture, agreement or other instrument binding on any Grantor or any of its assets or give rise to a right thereunder to require any payment to be made by any Grantor which could have a Material Adverse Effect; and (D) result in or require the creation or imposition of any material Lien upon any of the properties or assets of any Grantor (other than any Liens created under any of the Loan Documents in favor of Administrative Agent) whether now owned or hereafter acquired. (iii) The Security Interests shall constitute a legal, valid and perfected security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral, including the Intellectual Property, required to be perfected in accordance with the terms of the Loan Documents and for which perfection is governed by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings in each governmental, municipal or other office as is necessary to publish notice of the Security Interests, (B) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Investment Property in certificated form, in each case properly endorsed for transfer to the Administrative Agent or in blank, and (C) to the extent not subject to Article 9 of the UCC, upon recordation or other appropriate filings of the Security Interests in Patents, Trademarks and Copyrights in the applicable intellectual property registries, including, but not limited to, the United States Copyright Office and the United States Patent and Trademark Office. The Security Interests constitute or will constitute, upon satisfaction of such filings, registrations and recordings, a perfected security interest therein superior and prior to the rights of all other Persons therein (other than rights pursuant to Liens permitted pursuant to Section 6.01 of the Credit Agreement which are prior as a matter of law) and subject to no other Liens (other than Liens permitted under Section 6.01 of the Credit Agreement) and are entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests. (iv) Other than financing statements, security agreements, or other similar or equivalent documents or instruments with respect to Liens permitted pursuant to Section 6.01 of the Credit Agreement, no financing statement, mortgage, security agreement or similar or equivalent document or instrument evidencing a Lien on all or any part of the Collateral is on file or of record in any jurisdiction. None of the Collateral is in the possession of a Person asserting any claim thereto or security interest therein, except that the Administrative Agent or its designee may have possession of Collateral as contemplated hereby. (v) All Inventory and Equipment is insured in accordance with the requirements set forth in the Loan Documents. (vi) Each Grantor (A) is a corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and/or in good standing (as applicable) under the laws of the state or jurisdiction of its organization as set forth on Schedule 4 hereto, (B) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform this Agreement and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (vii) This Agreement, when executed and delivered, will be, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (viii) All federal, foreign, state and local Tax returns and other reports required by any Requirement of Law to be filed by any Grantor with respect to any material Tax have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Grantor or any property of such Grantor (including, without limitation, all federal income and social security taxes on employee’s wages and all sales taxes), which have become due and payable on or prior to the date hereof, have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP or as otherwise permitted under the Credit Agreement. (ix) None of the Collateral constitutes, or is the Proceeds of Farm Products, As-Extracted Collateral, Manufactured Homes, timber to be cut, or aircraft, aircraft engines, satellites, ships or railroad rolling stock. No material portion of the Collateral consists of motor vehicles or other goods subject to certificate of title statutes of any jurisdiction. (x) Schedule 4 correctly sets forth, as of the date hereof, each Grantor’s state of organization, organizational identification number and correct legal name as indicated on the public record of such Grantor’s jurisdiction of organization. (xi) Schedule 1(c) of the Perfection Certificate correctly sets forth, as of the date hereof, all names that each Grantor has used within the last five (5) years and the names of all Persons that have merged into or been acquired by such Grantor. (xii) Schedule 1(c)of the Perfection Agreement correctly sets forth, as of the date hereof, all trade names that each Grantor has used within the last five (5) years. (xiii) Schedule 2 of the Perfection Certificate correctly sets forth, as of the date hereof, each Grantor’s chief executive office. (xiv) Schedule 12 of the Perfection Certificate correctly sets forth, as of the date hereof, all letters of credit under which any Grantor is a beneficiary, and Grantor has obtained the consent of each issuer of any letter of credit to the assignment of the Proceeds of the letter of credit to the Administrative Agent. (xv) Schedule 1 correctly sets forth, as of the date hereof, all Commercial Tort Claims owned by any Grantor. (xvi) With respect to any Inventory granted as Collateral hereunder, (A) each Grantor has good, indefeasible and merchantable title to its Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever, except for Liens permitted pursuant to Section 6.01 of the Credit Agreement, (B) except as specifically disclosed to the Administrative Agent in writing, such Inventory is of good and merchantable quality, free from any defects, (C) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties that would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (D) the completion of manufacture, sale or other disposition of such Inventory by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject. (xvii) All Intellectual Property owned by such Grantor is valid, subsisting, enforceable, unexpired and in full force and effect. The use of Intellectual Property, or of embodiments thereof, in the business of such Grantor does not infringe, misappropriate, dilute or violate in any material respect the intellectual property rights of any other Person. Each Grantor has taken all steps reasonably required to protect such Grantor’s rights in trade secrets constituting Intellectual Property developed by or for such Grantor, including using commercially reasonable efforts to ensure that no trade secrets constituting Intellectual Property owned or licensed by such Grantor are authorized to be used or disclosed by such Grantor to any third party, other than pursuant to a written non-disclosure agreement that adequately protects the proprietary interests of such Grantor in and to such trade secrets. (xviii) No authorization, approval or other action by, and no notice to or filing with any Governmental Authority is required for either (A) the pledge or grant by any Grantor of the Security Interests purported to be created in favor of the Administrative Agent for the benefit of the Secured Parties hereunder, or (B) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral, except for the filings contemplated hereunder and as may be required in connection with the disposition of any Collateral. (xix) There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending, or to the knowledge of any Grantor, threatened against any Grantor or such Grantor’s property that will materially and adversely affect the ability of any Grantor to perform its obligations under this Agreement, including, without limitation, the granting of the Security Interests in any of the Collateral. (xx) All information with respect to the Collateral set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Grantor to the Administrative Agent or any other Secured Party, and all other written information heretofore or hereafter furnished by such Grantor to the Administrative Agent or any other Secured Party, is and will be true and correct in all material respects as of the date furnished.

Representations and Warranties of Each Grantor. Each Grantor represents and warrants to the Administrative Agent, for the benefit of the Secured PartiesCreditors, as follows: (i) : Such Grantor owns and has good and marketable title to to, or valid leasehold interest in, all of its Collateral, free and clear of any Liens other than Liens permitted pursuant to by Section 6.01 7.2 of the Credit Agreement and has rights in and the corporate or company, as the case may be, power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder. (ii) . Such Grantor has the right and corporate or company power, as the case may be, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement by Grantor in accordance with its terms, including the granting of the Security Interest hereunder, do not and will not, by the passage of time, the giving of notice, or both: (A) violate any Requirement of Law relating to such Grantor; (B) require any the consent or approval of, registration or filing withauthorization, order or any other action by, any Governmental AuthorityAuthority or other Person, except as provided herein and for those as which have been obtained or made and are in full force and effect, and except for filings required by applicable securities laws and regulations, which filings have been made or will be made on or prior to the date on which such filings are required to be made; (B) violate any Requirements of Law applicable to any Grantor or any judgment, order or ruling of any Governmental Authority binding on any Grantor; (C) violate or conflict with, result in a breach of or constitute a default under any indenture, agreement Material Contract to which such Grantor is a party or other instrument binding on any Grantor by which it or any of the Collateral of such Grantor or its assets other property may be bound; or give rise to a right thereunder to require any payment to be made by any Grantor which could have a Material Adverse Effect; and (D) result in in, or require the creation or imposition of of, any material Lien upon or with respect to any of the properties Collateral of such Grantor or assets of any Grantor (such Grantor's other than any Liens created under any of the Loan Documents in favor of Administrative Agent) property whether now owned or hereafter acquired. , except Liens (iiiif any) created under the Loan Documents. The Security Interests shall constitute a legal, valid and perfected security interest in favor of the Administrative Agent, for the benefit of the Secured PartiesCreditors, in the that Collateral, including the Intellectual Property, required to be perfected in accordance with the terms of the Loan Documents and for which perfection is governed by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office upon (Ai) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion filing of such financing statement in the filings appropriate jurisdictions and other actions specified in each governmental, municipal or other office as is necessary opinions of counsel delivered to publish notice of the Security InterestsAdministrative Agent on the Closing Date, (B) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Investment Property in certificated form, in each case properly endorsed for transfer to the Administrative Agent or in blank, and (C) to the extent not subject to Article 9 of the UCC, upon recordation or other appropriate filings of the Security Interests in Patents, Trademarks and Copyrights in the applicable intellectual property registries, including, but not limited to, the United States Copyright Office and the United States Patent and Trademark OfficeOffice (provided, that, as of the Closing Date, no Guarantor shall be required to make any recordation or filing in any intellectual property registry outside of the United States). The Security Interests in such Collateral constitute or will constitute, upon satisfaction or making of such filings, deliveries, registrations and recordings, a perfected security interest therein superior and prior to the rights of all other Persons therein (other than rights pursuant to Liens permitted pursuant to by Section 6.01 7.2 of the Credit Agreement which are prior as a matter of lawAgreement) and subject to no other Liens (other than Liens permitted under by Section 6.01 7.2 of the Credit Agreement) and are entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests. (iv) . Other than financing statements, security agreements, or other similar or equivalent documents or instruments with respect to Liens permitted pursuant to by Section 6.01 7.2 of the Credit Agreement, no financing statement, mortgage, security agreement or similar or equivalent document or instrument evidencing a Lien on all or any part of the Collateral is on file or of record in any relevant jurisdiction. None of the Collateral is in the possession of a Person (other than any Guarantor) asserting any claim thereto or security interest therein, except that the Administrative Agent or its designee may have possession of Collateral as contemplated hereby. (v) , other than such Collateral as may be in the possession of a landlord pursuant to the terms of a lease of real property. All Inventory and Equipment is insured in accordance with the requirements set forth in the Loan Documents. (vi) Section 7. Each Grantor (A) is a corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and/or in good standing (as applicable) under the laws of the state or jurisdiction of its organization as set forth on Schedule 4 hereto4, (B) has all requisite corporate, company or partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform this Agreement Agreement, and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (vii) . This Agreement, when executed and delivered, will be, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Except as disclosed in filings with the enforcement of creditors’ rights generally Securities and by general principles of equity. (viii) All Exchange Commission, all federal, foreign, state and local Tax tax returns and other reports required by any applicable Requirement of Law to be filed by any Grantor with respect to any material Tax have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Grantor or any property of such Grantor (including, without limitation, all federal income and social security taxes on employee’s 's wages and all sales taxes), which have become due and payable on or prior to the date hereof, have been paid, except (A) where the failure to file such returns or pay such taxes, assessments and other charges would not reasonably be expected to have a Material Adverse Effect; (B) to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP GAAP; or (C) as otherwise permitted under the Credit Agreement. (ix) . None of the Collateral constitutes, or is the Proceeds of Farm Products, As-Extracted Collateral, Manufactured Homes, timber to be cut, or aircraft, aircraft engines, satellites, ships or railroad rolling stock"farm products" (as defined in the UCC). No material portion of the Collateral consists of motor vehicles or other goods subject to certificate of title statutes of any jurisdiction. (x) Schedule 4 correctly sets forth, as of the date hereof, each Grantor’s state 's jurisdiction of organization, organizational identification number and correct legal name as indicated on the public record of such Grantor’s 's jurisdiction of organization. (xi) . Schedule 1(c) of the Perfection Certificate 5 correctly sets forth, as of the date hereof, all names and trade names that each Grantor has used within the last five (5) years and the names of all Persons that have merged into or been acquired by such Grantor. Grantor within the last five (xii5) years. Schedule 1(c)of the Perfection Agreement 6 correctly sets forth, as of the date hereof, (A) each Grantor's chief executive office, (B) the locations where books or records relating to the Collateral are maintained, (C) all trade names that other locations where tangible assets of each Grantor has used within are located, including, without limitation, Inventory and Equipment, (D) all third parties with possession of any Inventory or Equipment owned by any Grantor, and (E) each Grantor's mailing address (if different from the last five (5) years. (xiii) chief executive office). Schedule 2 of the Perfection Certificate 7 correctly sets forth, as of the date hereof, the name and address of each Grantor’s chief executive office. (xiv) bank or institution at which any Grantor maintains Deposit Accounts or Investment Accounts, and the account numbers for each Deposit Account and Investment Account. Schedule 12 of the Perfection Certificate 8 correctly sets forth, as of the date hereof, all letters of credit under which any Grantor is a beneficiary, and Grantor has obtained the consent of each issuer of any letter of credit to the assignment of the Proceeds of the letter of credit to the Administrative Agent. . Schedule 9 sets forth all of the Material Contracts to which such Grantor has rights. The Material Contracts, true and complete copies (xvincluding any amendments or supplements thereof but excluding Cruise Line Contracts) of which have been furnished to the Administrative Agent, have been duly authorized, executed and delivered by such Grantor and, to such Grantor's best knowledge, all other parties thereto, are in full force and effect and are binding upon and enforceable against such Grantor and, to such Grantor's best knowledge, all other parties thereto in accordance with their respective terms. There exists no default under any Material Contract by such Grantor and, to such Grantor's best knowledge, any other party thereto and neither such Grantor, nor to its best knowledge, any other Person party thereto is likely to become in default thereunder. Except as indicated on Schedule 9, no Material Contract prohibits assignment or requires consent of or notice to any Person in connection with the assignment to the Administrative Agent hereunder, except those Material Contracts whereby consent has been granted or notice has been given. Schedule 1 correctly sets forth, as of the date hereof, all "Commercial Tort Claims Claims" owned by any Grantor. . With respect to the Accounts granted as Collateral hereunder, except as specifically disclosed to the Administrative Agent in writing, (xviA) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of the Grantors' business and are not evidenced by a judgment, Instrument or Chattel Paper; (B) there are no setoffs, claims or disputes existing or asserted with respect thereto and no Grantor has made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom, except, in each case, a discount or allowance allowed in the ordinary course of business for prompt payment; (C) to the Grantors' knowledge, there are no facts, events or occurrences which in any way impair in any material respect the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder in any material respect as shown in the books and records and any invoices, statements and other reports delivered to the Administrative Agent with respect thereto; (D) no Grantor has received any notice of proceedings or actions which are threatened or pending against any Account Debtor, which might result in any adverse change in such Account Debtor's financial condition; and (E) no Grantor has knowledge that any Account Debtor is unable generally to pay its debts as they become due. Further, with respect to the Accounts granted as Collateral hereunder, the amounts shown on such records and all invoices, statements and collateral reports which may be delivered to the Administrative Agent with respect thereto are owing to a Grantor as indicated thereon and are not in any way contingent and, to each Grantor's knowledge, all Account Debtors have the capacity to contract. With respect to any Inventory granted as Collateral hereunder, (A) no Inventory is now, or shall, at any time or times, hereafter be stored at any location other than a location set forth on Schedule 6 without the Administrative Agent's prior written consent, which shall not be unreasonably withheld, and if the Administrative Agent gives such consent, such Grantor will concurrently therewith obtain, to the extent required by the Credit Agreement or otherwise reasonably requested by the Administrative Agent, bailee, landlord and mortgagee agreements, (B) each Grantor has good, indefeasible and merchantable title to its Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever, except for Liens permitted pursuant to by Section 6.01 7.2 of the Credit Agreement, (BC) except as specifically disclosed to the Administrative Agent in writing, such Inventory is of good and merchantable quality, free from any defects, (CD) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties that would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (DE) the completion of manufacture, sale or other disposition of such Inventory by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property Inventory is subject. (xvii) . Schedule 10 lists all Intellectual Property of such Grantor as of the date hereof, separately identifying that owned by such Grantor, that licensed to such Grantor and that licensed by such Grantor as licensor. The Intellectual Property set forth on such Schedule for such Grantor constitutes all of the Intellectual Property necessary to conduct its business as conducted on the date hereof. All Intellectual Property owned by such Grantor is valid, subsisting, enforceable, unexpired and in full force and effect. The use of Intellectual Property, or of embodiments thereof, in the business of such Grantor does not infringe, misappropriate, dilute or violate in any material respect the intellectual property rights of any other Person. Each Grantor has taken all steps reasonably required to protect such Grantor’s 's rights in trade secrets constituting Intellectual Property developed by or for such Grantor, including using commercially reasonable efforts to ensure that no trade secrets constituting Intellectual Property owned or licensed by such Grantor are authorized to be used or disclosed by such Grantor to any third party, other than pursuant to a written non-disclosure agreement that adequately protects the proprietary interests of such Grantor in and to such trade secrets. (xviii) . No authorization, approval or other action by, and no notice to or filing with any Governmental Authority is required (provided, that, as of the Closing Date, no Grantor shall be required to make any recordation or filing in any intellectual property registry outside of the United States) for either (A) the pledge or grant by any Grantor of the Security Interests purported to be created in favor of the Administrative Agent for the benefit of the Secured Parties Creditors hereunder, or (B) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral, except for the filings contemplated hereunder and as may be required in connection with the disposition of any Collateral. (xix) . There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending, or to the knowledge of any Grantor, threatened against any Grantor or such Grantor’s 's property that will is reasonably expected to materially and adversely affect the ability of any Grantor to perform its obligations under this Agreement, including, without limitation, the granting of the Security Interests in any of the Collateral. (xx) All information with respect to the Collateral set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Grantor to the Administrative Agent or any other Secured Party, and all other written information heretofore or hereafter furnished by such Grantor to the Administrative Agent or any other Secured Party, is and will be true and correct in all material respects as of the date furnished.

Representations and Warranties of Each Grantor. Each Grantor represents and warrants to the Administrative Collateral Agent, for the benefit of the Secured Parties, as follows: (i) Such Grantor owns and has good and marketable title to all of its Collateral, free and clear of any Liens other than Permitted Liens permitted pursuant to Section 6.01 of the Credit Agreement and has rights in and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder. (ii) Such Grantor has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement in accordance with its terms, including the granting of the Security Interest hereunder, do not and will not, by the passage of time, the giving of notice, or both: (A) require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, and except for filings required by applicable securities laws and regulations, which filings have been made or will be made on or prior to the date on which such filings are required to be made; (B) violate any Requirements of Law law applicable to any Grantor Grantor, any of the Organizational Documents of any Grantor, or any judgment, order or ruling of any Governmental Authority binding on any Grantor; (C) violate or result in a default under any indenture, agreement Material Contract or other material instrument binding on any Grantor or any of its assets or give rise to a right thereunder to require any payment to be made by any Grantor which could have a Material Adverse EffectGrantor; and nor (D) result in or require the creation or imposition of any material Lien upon any of the properties or assets of any Grantor (other than any Liens created under any of the Loan Documents in favor of Administrative Collateral Agent) whether now owned or hereafter acquired. (iii) The Security Interests shall constitute a legal, valid and perfected security interest in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, in the Collateral, including the Intellectual Property, required to be perfected in accordance with the terms of the Loan Documents and for which perfection is governed by the UCC or or, to the extent applicable, filing with the United States Patent and Trademark Office or the United States Copyright Office upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified in each governmental, municipal or other office as is necessary opinions of counsel delivered to publish notice of the Security InterestsCollateral Agent on the Closing Date, (B) the delivery to the Administrative Collateral Agent of all Collateral consisting of Instruments and Investment Property in certificated form, in each case properly endorsed for transfer to the Administrative Collateral Agent or in blank, and (C) to the extent not subject to Article 9 of the UCC, upon recordation or other appropriate filings of the Security Interests Interests, to the extent applicable, in Patents, Trademarks and Copyrights in the applicable intellectual property registries, including, but not limited to, the United States Copyright Office and the United States Patent and Trademark Office. The Security Interests constitute or will constitute, upon satisfaction of such filings, registrations and recordings, a perfected First Priority security interest therein superior and prior to the rights of all other Persons therein (other than rights pursuant to Liens permitted pursuant to Section 6.01 as specified in the definition of First Priority as set forth in the Credit Agreement which are prior as a matter of lawAgreement) and subject to no other Liens (other than Liens permitted under Section 6.01 of the Credit AgreementPermitted Liens) and are entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests. (iv) Other than financing statements, security agreements, or other similar or equivalent documents or instruments with respect to Liens permitted pursuant to Section 6.01 of the Credit AgreementPermitted Liens, no financing statement, mortgage, security agreement or similar or equivalent document or instrument evidencing a Lien on all or any part of the Collateral is on file or of record in any jurisdiction. None of the Collateral is in the possession of a Person asserting any claim thereto or security interest therein, except that the Administrative Collateral Agent or its designee may have possession of Collateral as contemplated hereby. (v) All Inventory and Equipment is insured in accordance with the requirements set forth in the Loan Documents. (vi) Each Grantor (A) is a corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and/or in good standing (as applicable) under the laws of the state or jurisdiction of its organization as set forth on Schedule 4 hereto, (B) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform this Agreement and and, (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (vii) This Agreement, when executed and delivered, will be, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (viii) All federal, foreign, state and local Tax returns and other reports required by any Requirement of Law to be filed by any Grantor with respect to any material Tax have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Grantor or any property of such Grantor (including, without limitation, all federal income and social security taxes on employee’s wages and all sales taxes), which have become due and payable on or prior to the date hereof, have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP or as otherwise permitted under the Credit Agreement. (ix) None of the Collateral constitutes, or is the Proceeds of Farm Products, As-Extracted Collateral, Manufactured Homes, timber to be cut, or aircraft, aircraft engines, satellites, ships or railroad rolling stock. No material portion of the Collateral consists of motor vehicles or other goods subject to certificate of title statutes of any jurisdiction. (xix) Schedule 4 correctly sets forth, as of the date hereof, each Grantor’s state of organization, organizational identification number and correct legal name as indicated on the public record of such Grantor’s jurisdiction of organization. (xix) Schedule 1(c) of the Perfection Certificate 5 correctly sets forth, as of the date hereof, all names that each Grantor has used within the last five (5) years and the names of all Persons that have merged into or been acquired by such Grantor. (xiixi) Schedule 1(c)of the Perfection Agreement 6 correctly sets forth, as of the date hereofClosing Date, (A) each Grantor’s chief executive office, (B) each location where the Collateral Records are maintained, (C) all other locations where tangible assets of each Grantor are located, including, without limitation, Inventory and Equipment, (D) all third parties with possession of any Inventory or Equipment owned by any Grantor, (E) each Grantor’s mailing address (if different from the chief executive office) and (F) all trade names that each Grantor has used within the last five (5) years. (xiiixii) Schedule 2 of the Perfection Certificate 7 correctly sets forth, as of the date hereof, the name and address of each Grantor’s chief executive officebank or institution at which any Grantor maintains Deposit Accounts or Investment Accounts, in addition to the type of account and account number for each Deposit Account and Investment Account. (xivxiii) Schedule 12 of the Perfection Certificate 8 correctly sets forth, as of the date hereof, all letters of credit under which any Grantor is a beneficiary, and Grantor has obtained the consent of each issuer of any letter of credit to the assignment of the Proceeds of the letter of credit to the Administrative Collateral Agent. (xiv) Schedule 4.14 of the Credit Agreement sets forth all of the Material Contracts to which such Grantor has rights. The Material Contracts, true and complete copies (including any amendments or supplements thereof) of which have been furnished to the Collateral Agent, have been duly authorized, executed and delivered by each Grantor party thereto, are in full force and effect and are binding upon and enforceable against each Grantor party thereto in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. There exists no default under any Material Contract by any such Grantor, and to such Grantor’s knowledge, no Person party thereto has any defenses, counterclaims, or right of setoff with respect to any Material Contract. No Material Contract set forth on Schedule 4.14 of the Credit Agreement requires the consent of or notice to any Person in connection with the granting of a Lien in favor of the Collateral Agent on, or assignment in favor of the Collateral Agent of, the rights any Grantor thereunder. (xv) Schedule 1 correctly sets forth, as of the date hereof, all Commercial Tort Claims owned by any Grantor. (xvi) With respect to the Accounts granted as Collateral hereunder, except as specifically disclosed to the Collateral Agent in writing, (A) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of the Grantors’ business and are not evidenced by a judgment, Instrument or Chattel Paper; (B) there are no setoffs, claims or disputes existing or asserted with respect thereto to the Grantors’ knowledge and no Grantor has made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom, except a discount or allowance allowed in the ordinary course of business for prompt payment, including the prompt payment of delinquent accounts; (C) to the Grantors’ knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown in the books and records and any invoices, statements and other reports delivered to the Collateral Agent with respect thereto; (D) no Grantor has received any notice of proceedings or actions which are threatened or pending against any Account Debtor, which might result in any adverse change in such Account Debtor’s financial condition; and (E) no Grantor has knowledge that any Account Debtor is unable generally to pay its debts as they become due. Further, with respect to the Accounts granted as Collateral hereunder, the amounts shown on such records and all invoices, statements and collateral reports which may be delivered to the Collateral Agent with respect thereto are actually absolutely owing to a Grantor as indicated thereon and are not in any way contingent and, to each Grantor’s knowledge, all Account Debtors have the capacity to contract. (xvii) With respect to any Inventory granted as Collateral hereunder, (A) no Inventory is now, or shall, at any time or times, hereafter be stored at any location other than a location set forth on Schedule 6 without the Collateral Agent’s prior written consent, and if the Collateral Agent gives such consent, such Grantor will concurrently therewith obtain, to the extent required by Section 5.11(c) of the Credit Agreement or otherwise requested by the Collateral Agent, execute and deliver to the Collateral Agent a Landlord Collateral Access Agreement, (B) each Grantor has good, indefeasible and merchantable title to its Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever, except for Liens permitted pursuant to Section 6.01 of the Credit AgreementPermitted Liens, (BC) except as specifically disclosed to the Administrative Collateral Agent in writing, such Inventory is of good and merchantable quality, free from any material defects, (CD) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties that would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (DE) the completion of manufacture, sale or other disposition of such Inventory by the Administrative Collateral Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject. (xviixviii) Schedule 9 lists all Intellectual Property of such Grantor as of the date hereof, separately identifying that owned by such Grantor and that licensed to such Grantor. The Intellectual Property set forth on such Schedule for such Grantor constitutes all of its Intellectual Property on the date hereof. All Intellectual Property owned by such Grantor is valid, subsisting, enforceable, unexpired and in full force and effect. The use of Intellectual Property, or of embodiments thereof, in the business of such Grantor does not infringe, misappropriate, dilute or violate in any material respect the intellectual property rights of any other Person. Each Grantor has taken all steps reasonably required to protect such Grantor’s rights in trade secrets constituting Intellectual Property developed by or for such Grantor, including using commercially reasonable efforts to ensure that no trade secrets constituting Intellectual Property owned or licensed by such Grantor are authorized to be used or disclosed by such Grantor to any third party, other than pursuant to a written non-disclosure agreement that adequately protects the proprietary interests of such Grantor in and to such trade secrets. (xviiixix) No authorization, approval or other action by, and no notice to or filing with any Governmental Authority is required for either (A) the pledge or grant by any Grantor of the Security Interests purported to be created in favor of the Administrative Collateral Agent for the benefit of the Secured Parties hereunder, or (B) the exercise by the Administrative Collateral Agent of any rights or remedies in respect of any Collateral, except for the filings contemplated hereunder and as may be required in connection with the disposition of any Collateral. (xixxx) There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending, or to the knowledge of any Grantor, threatened against any Grantor or such Grantor’s property that will materially and adversely affect the ability of any Grantor to perform its obligations under this Agreement, including, without limitation, the granting of the Security Interests in any of the Collateral. (xxxxi) All information With respect to any Accounts or Chattel Paper with respect the government of the United States, or any department, agency, public corporation, or other instrumentality thereof, each Grantor has complied with all required procedures for the effective collateral assignment of such Accounts or Chattel Paper to the Collateral set forth in Agent under the Federal Assignment of Claims Act of 1940. (xxii) No Collateral constituting Chattel Paper or Instruments contains any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Grantor statement therein to the Administrative effect that such Collateral has been assigned to an identified party other than the Collateral Agent, and the grant of a security interest in such Collateral in favor of the Collateral Agent or hereunder does not violate the rights of any other Secured Party, and all other written information heretofore or hereafter furnished by such Grantor to the Administrative Agent or any other Secured Party, is and will be true and correct in all material respects Person as of the date furnisheda secured party.

Representations and Warranties of Each Grantor. Each Grantor represents and warrants to the Administrative Collateral Agent, for the benefit of the Secured Parties, as follows: (i) Such Grantor owns and has good and marketable title to all of its Collateral, free and clear of any Liens other than Liens permitted pursuant to Section 6.01 4.10 of the Credit Indenture and any comparable provision of each Additional Pari Passu Agreement and has rights in and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder. (ii) Such Grantor has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement in accordance with its terms, including the granting of the Security Interest hereunder, do not and will not, by the passage of time, the giving of notice, or both: (A) require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, and except for filings required by applicable securities laws and regulations, which filings have been made or will be made on or prior to the date on which such filings are required to be made; (B) violate any Requirements of Law applicable to any Grantor or any judgment, order or ruling of any Governmental Authority binding on any Grantor; (C) violate or result in a default under any indenture, agreement or other instrument binding on any Grantor or any of its assets or give rise to a right thereunder to require any payment to be made by any Grantor which could have a Material Adverse Effect; and (D) result in or require the creation or imposition of any material Lien upon any of the properties or assets of any Grantor (other than any Liens created under any of the Loan Covered Documents in favor of Administrative Collateral Agent) whether now owned or hereafter acquired. (iii) The Security Interests shall constitute a legal, valid and perfected security interest in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, in the Collateral, including the Intellectual Property, required to be perfected in accordance with the terms of the Loan Covered Documents and for which perfection is governed by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings in each governmental, municipal or other office as is necessary to publish notice of the Security Interests, (B) the delivery to the Administrative Collateral Agent or, pursuant to the terms of the First Priority/Second Priority Intercreditor Agreement, to the First Priority Designated Agent as agent for, among others, the Collateral Agent and the other Secured Parties, of all Collateral consisting of Instruments and Investment Property in certificated form, in each case properly endorsed for transfer to the Administrative Collateral Agent or in blank, and (C) to the extent not subject to Article 9 of the UCC, upon recordation or other appropriate filings of the Security Interests in Patents, Trademarks and Copyrights in the applicable intellectual property registries, including, but not limited to, the United States Copyright Office and the United States Patent and Trademark Office. The Security Interests constitute or will constitute, upon satisfaction of such filings, registrations and recordings, a perfected security interest therein superior and prior to the rights of all other Persons therein (other than rights pursuant to Liens permitted pursuant to Section 6.01 4.10 of the Credit Indenture and any comparable provision of each Additional Pari Passu Agreement which are prior as a matter of law) and subject to no other Liens (other than Liens permitted under by Section 6.01 4.10 of the Credit Indenture and any comparable provision of each Additional Pari Passu Agreement) and are entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests. (iv) Other than financing statements, security agreements, or other similar or equivalent documents or instruments with respect to Liens permitted pursuant to Section 6.01 4.10 of the Credit Indenture and any comparable provision of each Additional Pari Passu Agreement, no financing statement, mortgage, security agreement or similar or equivalent document or instrument evidencing a Lien on all or any part of the Collateral is on file or of record in any jurisdiction. None of the Collateral is in the possession of a Person asserting any claim thereto or security interest therein, except that the Administrative Collateral Agent or its designee or, pursuant to the terms of the First Priority/Second Priority Intercreditor Agreement, the First Priority Designated Agent, may have possession of Collateral as contemplated herebyhereby or by the First Lien Security Agreement. (v) All Inventory and Equipment is insured in accordance with the requirements set forth in the Loan Indenture and the other Covered Documents. (vi) Each Grantor (A) is a corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and/or in good standing (as applicable) under the laws of the state or jurisdiction of its organization as set forth on Schedule 4 hereto, (B) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform this Agreement and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (vii) This Agreement, when executed and delivered, will be, a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (viii) All federal, foreign, state and local Tax returns and other reports required by any Requirement of Law to be filed by any Grantor with respect to any material Tax have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Grantor or any property of such Grantor (including, without limitation, all federal income and social security taxes on employee’s wages and all sales taxes), which have become due and payable on or prior to the date hereofIssue Date, have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP or as otherwise permitted under by the Credit AgreementCovered Documents. (ix) None of the Collateral constitutes, or is the Proceeds of Farm Products, As-Extracted Collateral, Manufactured Homes, timber to be cut, or aircraft, aircraft engines, satellites, ships or railroad rolling stock. No material portion of the Collateral consists of motor vehicles or other goods subject to certificate of title statutes of any jurisdiction. (x) Schedule 4 correctly sets forth, as of the date hereofIssue Date, each Grantor’s state of organization, organizational identification number and correct legal name as indicated on the public record of such Grantor’s jurisdiction of organization. (xi) Schedule 1(c) of the Perfection Certificate correctly sets forth, as of the date hereofIssue Date, all names that each Grantor has used within the last five (5) years and the names of all Persons that have merged into or been acquired by such Grantor. (xii) Schedule 1(c)of 1(c) of the Perfection Agreement correctly sets forth, as of the date hereof, Issue Date all trade names that each Grantor has used within the last five (5) years. (xiii) Schedule 2 of the Perfection Certificate correctly sets forth, as of the date hereofIssue Date, each Grantor’s chief executive office. (xiv) Schedule 12 of the Perfection Certificate correctly sets forth, as of the date hereof, all letters of credit under which any Grantor is a beneficiary, and Grantor has obtained the consent of each issuer of any letter of credit to the assignment of the Proceeds of the letter of credit to the Administrative Agent[Reserved]. (xv) Schedule 1 correctly sets forth, as of the date hereofIssue Date, all Commercial Tort Claims owned by any Grantor. (xvi) With respect to any Inventory granted as Collateral hereunder, (A) each Grantor has good, indefeasible and merchantable title to its Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever, except for Liens permitted pursuant to Section 6.01 4.10 of the Credit Indenture and any comparable provision of each Additional Pari Passu Agreement, (B) except as specifically disclosed to the Administrative Collateral Agent in writing, such Inventory is of good and merchantable quality, free from any defects, (C) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties that would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (D) subject to the First Priority/Second Priority Intercreditor Agreement, the completion of manufacture, sale or other disposition of such Inventory by the Administrative Collateral Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject. (xvii) All Intellectual Property owned by such Grantor is valid, subsisting, enforceable, unexpired and in full force and effect. The use of Intellectual Property, or of embodiments thereof, in the business of such Grantor does not infringe, misappropriate, dilute or violate in any material respect the intellectual property rights of any other Person. Each Grantor has taken all steps reasonably required to protect such Grantor’s rights in trade secrets constituting Intellectual Property developed by or for such Grantor, including using commercially reasonable efforts to ensure that no trade secrets constituting Intellectual Property owned or licensed by such Grantor are authorized to be used or disclosed by such Grantor to any third party, other than pursuant to a written non-disclosure agreement that adequately protects the proprietary interests of such Grantor in and to such trade secrets. (xviii) No authorization, approval or other action by, and no notice to or filing with any Governmental Authority is required for either (A) the pledge or grant by any Grantor of the Security Interests purported to be created in favor of the Administrative Collateral Agent for the benefit of the Secured Parties hereunder, or (B) the exercise by the Administrative Collateral Agent of any rights or remedies in respect of any Collateral, except for the filings contemplated hereunder and as may be required in connection with the disposition of any Collateral. (xix) There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending, or to the knowledge of any Grantor, threatened against any Grantor or such Grantor’s property that will materially and adversely affect the ability of any Grantor to perform its obligations under this Agreement, including, without limitation, the granting of the Security Interests in any of the Collateral. (xx) All information with respect to the Collateral set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Grantor to the Administrative Collateral Agent or any other Secured Party, and all other written information heretofore or hereafter furnished by such Grantor to the Administrative Collateral Agent or any other Secured Party, is and will be true and correct in all material respects as of the date furnished.