Common use of Representations and Warranties of the Credit Parties Clause in Contracts

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iviii) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (viv) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V.IV. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all statements. All actions necessary required by Section 5.03 to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is (to the extent applicable) fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity as set forth on Schedule II (as such schedule may be amended or supplemented from time to time) pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents. The Credit Parties shall deliver to the Collateral Agent amended and restated schedules (the “Amended Schedules”) to this Agreement in the event that any information contained on the schedules attached hereto becomes inaccurate. Such Amended Schedules shall replace the schedules provided by the Credit Parties on the Effective Date, and shall be deemed the schedules to this Agreement. Each Credit Party will not change its name, identity, corporate structure (including, without limitation, its jurisdiction of formation) or the location of its registered office without (i) giving the Collateral Agent at least 10 Business Days’ prior written notice clearly describing such new name, identity, corporate structure or new location and providing such other information in connection therewith as the Collateral Agent may reasonably request, and (ii) taking all action satisfactory to the Collateral Agent at the expense of such Credit Party as the Collateral Agent may request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected with the same priority and in full force and effect.

Representations and Warranties of the Credit Parties. Each of the Credit Party, with respect to itself and its Subsidiaries, Parties represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, thatas follows: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Each Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) all requisite power and authority and has its chief executive officetaken all necessary corporate and other action, in to authorize the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Partythis Amendment in accordance with its terms. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (eb) This Agreement constitutes, Amendment has been duly executed and delivered by the other Security Documents when delivered shall constitute, the legal, valid and binding obligations duly authorized officers of each Credit Party that is a party theretohereto and constitutes the legal, valid and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with their respective its terms, except as may be limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting creditors’ rights generally or by and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment. (d) After giving effect to this Amendment, the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except for (i) those which expressly relate to an earlier date and (ii) those that are qualified by materiality or reference to Material Adverse Effect, which are true and correct in all respects). (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) With respect The Security Documents continue to any Credit Party that is create a Grantorvalid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral AgentLiens other than Permitted Encumbrances. (g) With respect to any Credit Party that is a Grantor, Except as specifically provided in this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a GrantorAmendment, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent Obligations of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties hereinare not reduced or modified by this Amendment and are not subject to any offsets, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documentsdefenses or counterclaims.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iviii) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (viv) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V.IV. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents. The Credit Parties shall deliver to the Collateral Agent amended and restated schedules (the “Amended Schedules”) to this Agreement in the event that any information contained on the schedules attached hereto becomes inaccurate. Such Amended Schedules shall replace the schedules provided by the Credit Parties on the Effective Date, and shall be deemed the schedules to this Agreement. Each Credit Party will not change its name, identity, corporate structure (including, without limitation, its jurisdiction of formation) or the location of its registered office without (i) giving the Collateral Agent at least 30 days’ prior written notice clearly describing such new name, identity, corporate structure or new location and providing such other information in connection therewith as the Collateral Agent may reasonably request, (ii) receiving approval from the Collateral Agent to effect such change and (iii) taking all action satisfactory to the Collateral Agent at the expense of such Credit Party as the Collateral Agent may request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected with the same priority and in full force and effect.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: (a) With respect to any Credit Party that is a Grantor, on the date of this Agreement: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iviii) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (viv) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, or jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V.IV. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, in all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all statements. All actions necessary required by Section 5.03 to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is (to the extent applicable) fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity as set forth on Schedule II (as such schedule may be amended or supplemented from time to time) pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes as of the date of this Agreement 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents. The Credit Parties shall deliver to the Collateral Agent amended and restated schedules (the “Amended Schedules”) to this Agreement in the event that any information contained on the schedules attached hereto becomes inaccurate. Such Amended Schedules shall replace the schedules provided by the Credit Parties on the Effective Date, and shall be deemed the schedules to this Agreement. Each Credit Party will not change its name, identity, corporate structure (including, without limitation, its jurisdiction of formation) or the location of its registered office without (i) giving the Collateral Agent at least 5 Business Days’ prior written notice clearly describing such new name, identity, corporate structure or new location and providing such other information in connection therewith as the Collateral Agent may reasonably request, and (ii) taking all action satisfactory to the Collateral Agent at the expense of such Credit Party as the Collateral Agent may request to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected with the same priority and in full force and effect.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, Party represents and warrants to on the Collateral Agent, for the benefit of the Secured Parties, thatAmendment Effective Date as follows: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such of this Amendment and the Credit Party of the Security Documents to which it is a party Agreement, as amended hereby, are within such Credit Party’s applicable Business Entity powers, corporate powers and have been duly authorized by all necessary corporate and, if required, shareholder action. This Amendment has been duly executed and delivered by each Credit Party and the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, subject to applicable Business Entity actionDebtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law); (b) The execution, delivery and do not contravene performance of this Amendment and the Credit Agreement, as amended hereby (i) do not require such Credit Party’s organizational documents Party or any of its Subsidiaries to obtain or make any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect except for any filing which, if required, will be timely made, (ii) will not result in the violation by such Credit Party or any of its Subsidiaries of any applicable law or regulation or the charter, by-laws or other organizational documents of such Credit Party or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any material contractual restriction indenture, agreement or other instrument binding on or affecting upon such Credit Party.Party or any of its Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment to be made by such Credit Party or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Credit Party or any of its Subsidiaries; (c) The representations and warranties in Article III of the Credit Agreement are true and correct in all material respects (except to the extent qualified by materiality, in which case such representations and warranties shall be true and correct in all respects); and (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities Default has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued occurred and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interestcontinuing. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iviii) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (viv) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V.IV. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i)  such Credit Party’s organizational documents or (ii)  any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i)  with Applicable Laws in the ordinary course of such Credit Party’s business or (ii)  with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.

Representations and Warranties of the Credit Parties. Each Credit Party, Except with respect to itself Section 3.1(ee) below, to which the Parent solely represents and its Subsidiarieswarrants, each Credit Party represents and warrants to the Collateral AgentLenders that, for the benefit of the Secured Parties, thatexcept as set forth in a Schedule to this Agreement: (a) With respect to any Each Credit Party that is a Grantor: and each of its Subsidiaries are conducting their business in compliance with their Organizational Documents, which are in full force and effect. (b) No Default or Event of Default has occurred. (c) Each Credit Party and each of its Subsidiaries (i) such Credit Party’s exact legal name is correctly set forth in Schedule IIIare capable of paying their debts as they fall due, have not admitted their inability to pay their debts as they fall due, (ii) such Credit Party has only the trade names listed on Schedule IV, are not bankrupt or insolvent or deemed to be bankrupt or insolvent under Applicable Laws and (iii) have not taken action, and no such action has been taken by a third party, for any Credit Parties’ or any of its Subsidiaries’ winding up, dissolution, or liquidation, examinership or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, receiver-manager, trustee, administrator, examinership or other similar officer for any Credit Party or any of its Subsidiaries or any or all of their assets or revenues. (d) Except as disclosed on Schedule 3.1(d), which Liens shall be terminated on or prior to the Initial Funding Date, no Lien exists on any Credit Parties’ or any of its Subsidiaries’ assets, except for Permitted Liens. (e) The obligations of Tribute and Parent to make any payment under this Agreement (together with all charges in connection therewith) is located absolute and unconditional. (within the meaning of Section 9-307 of the UCCf) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III Except with respect to such Credit Party is true the Xxxxxxxx Note, which shall be repaid in full at or prior to maturity, without extension, or converted prior thereto pursuant to its terms, and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in on Schedule V.3.1(f) which Indebtedness will be repaid on or about the Initial Funding Date, no Indebtedness of any Credit Party or any of its Subsidiaries exists other than Permitted Indebtedness. (bg) Such Tribute is validly existing as a corporation in good standing under the laws of the Province of Ontario, Canada. Pozen is validly existing as a corporation in good standing under the laws of the State of Delaware. Parent is validly existing as a corporation in good standing under the laws of the Province of British Columbia, Canada. Each Credit Party is and each of its Subsidiaries have full power and authority to own their properties, conduct their business and enter into the Loan Documents and to consummate the transactions contemplated under the Loan Documents, and are duly organized or formed, validly existing and, if applicable, qualified to do business as a foreign entity and are in good standing in its each jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, where the failure to obtain be so qualified could reasonably be expected to result in a Material Adverse Effect. (h) There is not pending or, to the knowledge of any Credit Party, threatened, any action, suit, investigation, hearings or maintain other proceeding before any Governmental Authority (a) to which any Credit Party or any of its Subsidiaries is a party or (b) which has as the subject thereof any assets owned by any Credit Party or any of its Subsidiaries, except, as would not reasonably be expected to have a Material Adverse Effect. There are no current or, to the knowledge of any Credit Party, pending, legal, governmental or regulatory enforcement actions, suits or other proceedings to which any Credit Party or any of its Subsidiaries or any of their assets is subject, except, as would not reasonably be expected to have a Material Adverse Effect. (ci) The execution, delivery and performance by such Each Credit Party has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Loan Documents to which it is a party and Sections 5.01, 5.02 otherwise to carry out its obligations hereunder and 5.07 thereunder. Each Credit Parties’ execution and delivery of each of the Loan Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Notes and the reservation for issuance and the subsequent issuance of the Conversion Shares upon exercise of the Convertible Notes) have been duly authorized by all necessary action on the part of each Credit Agreement. (e) This Agreement constitutesParty, and no further action is required by any Credit Party, its directors or its stockholders in connection therewith other than in connection with the other Security Required Approvals (as defined below). Each of the Loan Documents to which it is a party has been (or upon delivery will have been) duly executed by each Credit Party and each of its Subsidiaries and is, or when delivered shall constituteby each Credit Party and each of its Subsidiaries a party thereto, in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of each Credit Party that is a party thereto, enforceable against such Credit Party and its Subsidiaries party thereto enforceable in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium examinership, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights generally and remedies or by general other equitable principles of equity. general application. The execution, delivery and performance of the Loan Documents by the Credit Parties and their Subsidiaries and the consummation of the transactions therein contemplated (fincluding, but not limited to, the delivery of the Convertible Notes and the reservation for issuance and subsequent issuance of the Conversion Shares) With respect will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon any assets of any Credit Party that is a Grantoror any of its Subsidiaries pursuant to, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered any agreement to the Collateral Agent. (g) With respect to which any Credit Party that or any of its Subsidiaries is a Grantor, this Agreement is effective party or by which any Credit Party or any of its Subsidiaries are bound or to create in favor which any of the Collateral Agentassets of any Credit Party or any of its Subsidiaries is subject, (B) result in any violation of or conflict with the provisions of the Organizational Documents or (C) result in the violation of any Applicable Law or (D) result in the violation of any judgment, order, rule, regulation or decree of any Governmental Authority. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the ratable benefit execution, delivery and performance of any of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in Loan Documents or for the Collateral pledged consummation by such any Credit Party hereunder as security for and any of its Subsidiaries of the Secured Obligations, prior and superior in right to any other Lien (transactions contemplated thereby except for Collateral Permitted Liens)such registrations and filings in connection with (i) the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, except in each case above as may be limited (ii) filings required by any applicable bankruptcyCanadian provincial and US state securities laws, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by (iii) the filing of such financing statements and all actions necessary to provide control a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices and/or application(s) to the Collateral Agent Principal Trading Markets for the issuance and sale of the Securities and the listing of the Conversion Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (v) filings contemplated by the Security Documents and (vi) those that are required to be obtained in connection with respect to Collateral pledged by such Credit Party hereunder for which control can be established the Transactions or that have been taken, including delivery of such Collateral consisting of certificated securities made or obtained prior to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. Initial Funding Date (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II“Required Approvals”). (j) If such As of their respective filing dates, or to the extent corrected by a subsequent restatement or amendment, the SEC Reports filed by any Credit Party owns Restricted Equity Interestscomply in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, such and none of the SEC Reports, when filed, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Credit Party has ever been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which any Credit Party is a party or to which the property or assets of any Credit Party are subject will be filed as an exhibit to the SEC Reports. (k) Other than the actions required under the Registration Rights Agreement with respect to the Registration Statement or with respect to the Transactions, no Authorization is required for (i) the execution and delivery of this Agreement, the other Loan Documents, or (ii) the consummation of the transactions contemplated hereby and thereby. (l) Each Credit Party and each of its Subsidiaries holds, and is operating in good standing (where applicable) and in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any Governmental Authority (collectively, “Necessary Documents”) required for the conduct of its business and all Necessary Documents are valid and in full force and effect; and neither any Credit Party nor any of its Subsidiaries has received written notice of any revocation or modification of any of the Necessary Documents and neither any Credit Party nor any of its Subsidiaries has any reason to believe that any of the Necessary Documents will not be renewed in the ordinary course of business, and each Credit Party and each of its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees applicable to the conduct of its business. (m) Each Credit Party and each of its Subsidiaries have good and marketable title to its respective Restricted Equity Interests, all of their assets free and clear of all Liens except Permitted Liens and those Liens set forth in Schedule 3.1(d). The property held under lease by each Credit Party and each of its Subsidiaries is held under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of any Credit Party or any of its Subsidiaries. (n) Except as set forth on Schedule 3.1(n), each Credit Party and each of its Subsidiaries own or have the right to use pursuant to a valid and enforceable written license, implied license or other encumbranceslegally enforceable right, except all of the Intellectual Property (as defined below) that is necessary for Collateral Permitted Liensthe conduct of their business as currently conducted and the manufacture, importation and sale of products being developed by such Credit Party or any of its Subsidiaries (the “IP”). All representations The IP that is registered with or issued by a Governmental Authority is valid and warranties made enforceable; there is no outstanding, pending, or threatened action, suit, other proceeding or claim by any third person challenging or contesting the validity, scope, use, ownership, enforceability, or other rights of any Credit Parties hereinParty or any of its Subsidiaries in or to any IP and neither any Credit Party nor any of its Subsidiaries has received any written notice regarding, any such action, suit, or other proceeding. Neither any Credit Party nor any of its Subsidiaries has infringed or misappropriated any material rights of others. There is no pending or threatened action, suit, other proceeding or claim by others that any Credit Party or any of its Subsidiaries infringes upon, violates or uses the Intellectual Property rights of others without authorization, and neither any Credit Party nor any of its Subsidiaries has received any written notice regarding, any such action, suit, other proceeding or claim. Except as set forth on Schedule 3.1(n), neither any Credit Party nor any of its Subsidiaries is a party to or bound by any options, licenses, or agreements with respect to IP other than licenses for computer software acquired in any other Security Document delivered pursuant heretothe ordinary course of business. The term “Intellectual Property” as used herein means (i) all patents, shall survive the execution patent applications, patent disclosures and delivery by the Credit Parties inventions (whether patentable or unpatentable and whether or not reduced to practice), (ii) all trademarks, service marks, trade dress, trade names, slogans, logos, and corporate names and Internet domain names, together with all of the Security Documentsgoodwill associated with each of the foregoing, (iii) copyrights, copyrightable works, and licenses, (iv) registrations and applications for registration for any of the foregoing, (v) computer software (including but not limited to source code and object code), data, databases, and documentation thereof, (vi) trade secrets and other confidential information, (vii) other intellectual property, and (viii) copies and tangible embodiments of the foregoing (in whatever form and medium).

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its SubsidiariesSubsidiaries only, represents and warrants to warrants, on the Collateral Agentdate hereof and on each date that a Qualifying Hedge is entered into, for the benefit of the Secured Parties, thatas follows: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Each Credit Party is duly organized or validly formed, validly existing and, and (if applicable, ) in good standing under the laws of the State of Delaware and has all corporate, limited partnership or limited liability company powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except where failure to be in good standing or to have those licenses, authorizations, certificates, consents and approvals could not reasonably be expected to have a Material Adverse Effect. Each Subsidiary of each Credit Party is duly organized or validly formed, validly existing and (if applicable) in good standing under the laws of its jurisdiction of organization incorporation or formation, except where the failure to be so organized or formed, existing and in good standing could not reasonably be expected to have a Material Adverse Effect. Such Each Subsidiary of a Credit Party possesses has all applicable Business Entity corporate, limited partnership or limited liability company powers and all other authorizations governmental licenses, authorizations, certificates, consents and licenses necessary approvals required to engage in carry on its business and operations as now conductedconducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals the failure to obtain or maintain have which would could not reasonably be expected to have a Material Adverse Effect. (cb) The execution, delivery and performance by such each Credit Party of the Security Credit Documents to which it is shown as being a party and the consummation of the transactions contemplated thereby are within such Credit Party’s applicable Business Entity corporate, limited partnership or limited liability company powers, have been duly authorized by all necessary applicable Business Entity corporate, limited partnership or limited liability company action, and do not contravene (i) such Credit Party’s organizational documents charter, by-laws or formation agreement or (ii) law or any restriction under any material contractual restriction agreement binding on or affecting such Credit PartyParty and will not result in or require the creation or imposition of any Lien prohibited by this Agreement. (dc) No material authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such any Credit Party of any Security Credit Document to which it is a party, except those necessary to comply (i) with Applicable Laws in or the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 consummation of the Credit Agreementtransactions contemplated thereby. (ed) This Agreement constitutesEach Credit Document has been duly executed and delivered by each appropriate Credit Party, and the other Security Documents when delivered shall constitute, is the legal, valid and binding obligations obligation of each such Credit Party that is a party theretoParty, enforceable against each such Credit Party Party, in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws law affecting creditors’ rights generally or and by general principles of equity. (e) The combined balance sheets of the Credit Party Entities as at December 31, 2005 and September 30, 2006, and the related combined statements of income and cash flows of the Credit Party Entities for the fiscal year ended December 31, 2005, and the nine months ended September 30, 2006, copies of which have been furnished to each Bank, have been prepared in accordance with GAAP and fairly present in all material respects the combined financial condition of the Credit Party Entities as at such dates and the combined results of operations of the Credit Party Entities for the periods indicated, subject, in the case of the September 30, 2006 financial statements, to normal year-end adjustments and subject, in the case of both sets of financial statements, to the omission of footnotes. As of the date hereof only, from December 31, 2005 to the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise), operations, properties or prospects of the Credit Party Entities (other than Non-Recourse Subsidiaries), taken as a whole. (f) With respect There is, as to any each Credit Party that is a GrantorParty, all Collateral pledged by no pending or, to the knowledge of such Credit Party hereunder consisting as of certificated securities has been delivered the date hereof only, threatened action or proceeding affecting such Credit Party or any Subsidiary of such Credit Party before any court, governmental agency or arbitrator, (i) which could reasonably be expected to have a Material Adverse Effect or (ii) which purports to affect the Collateral Agentlegality, validity, binding effect or enforceability of any Credit Document. (g) With respect to any No Credit Party that is an “investment company” or a Grantor, this Agreement is effective to create in favor company “controlled” by an “investment company” within the meaning of the Collateral AgentInvestment Company Act of 1940, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transferamended. (h) With No Termination Event (ERISA) has occurred or is reasonably expected to occur with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. No Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to nor any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Subsidiary or ERISA Affiliate of any Credit Party has caused received any notification that any Multiemployer Plan is in reorganization or has been terminated, within the issuer thereof meaning of Title IV of ERISA that could reasonably be expected to agree in an authenticated record with such Credit Party have a Material Adverse Effect, and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such no Credit Party is aware of any reason to expect that any Multiemployer Plan is to be in reorganization or to be terminated within the meaning of Title IV of ERISA that would have a Pledged Company, such Credit Party confirms that it has received notice of such security interestMaterial Adverse Effect. (i) With respect Except as disclosed in writing by the Counterparty to any the Banks and the Administrative Agent after the date hereof and approved in writing by the Required Banks, each Credit Party that is and its Subsidiaries are in compliance with all applicable Environmental Laws, except as could not reasonably be expected to have a Grantor, the Initial Pledged Equity pledged Material Adverse Effect. Except as Collateral disclosed in writing by such any Credit Party to the Collateral Banks and the Administrative Agent hereunder constitutes 100% of after the issued date hereof and outstanding Equity Interests approved in writing by the Required Banks, the aggregate contingent and non-contingent liabilities of each issuer thereofCredit Party and its Subsidiaries (other than those reserved for in accordance with GAAP and excluding liabilities to the extent covered by insurance if the insurer has confirmed that such insurance covers such liabilities or which such Credit Party reasonably expects to recover from ratepayers) which to such Credit Party’s knowledge are reasonably expected to arise in connection with (i) the requirements of any Environmental Law or (ii) any obligation or liability to any Person in connection with any Environmental matters (including any release or threatened release (as such terms are defined or used in the Comprehensive Environmental Response, Compensation and Liability Act of 1980) of any Hazardous Waste, Hazardous Substance, other waste, petroleum or petroleum products into the Environment) could not reasonably be expected to have a Material Adverse Effect. Each Credit Party and its Subsidiaries holds, or has submitted a good faith application for all Environmental Permits (none of which have been terminated or denied) required for any of its current operations or for any property owned, leased, or otherwise operated by it; and is, and within the period of all applicable statutes of limitation has been, in compliance with all of its Environmental Permits, except as indicated on Schedule IIwhere the failure to comply with the matters set forth in this sentence, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (j) If such No Default or Event of Default has occurred and is continuing. After giving effect to all Qualifying Xxxxxx outstanding or to be entered into on any date this representation is made, no Present Value Deficiency exists and no Default or Event of Default would result therefrom. (k) As of the date hereof only, after giving effect to the Credit Documents and each transaction thereunder (including each Hedge), each Credit Party, individually and together with its Subsidiaries, is Solvent. (l) As of the date hereof only, none of the reports, financial statements, certificates or other written information furnished by or on behalf of any Credit Party owns Restricted Equity Intereststo any Agent or any Bank on or prior to the date hereof (as modified or supplemented by other information so furnished on or prior to the date hereof), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading, provided that, with respect to any projected financial information, the Credit Parties represent only that such Credit Party has information was prepared in good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made faith based upon assumptions believed by the Credit Parties hereinto be reasonable at the time (it being recognized, however, that projections as to future events are not to be viewed as facts and in that the actual results during the period or periods covered by any other Security Document delivered pursuant hereto, shall survive projections may materially differ from the execution and delivery by the Credit Parties projected results). None of the Security Documentsreports, financial statements, certificates or other written information furnished by or on behalf of any Credit Party to any Agent or any Bank after the date hereof (as modified or supplemented by other information so furnished after the date hereof), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading.

Representations and Warranties of the Credit Parties. Each The Credit Party, with respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, jointly and severally, represent and warrant to Bank that: (a) With Applicant (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, (ii) is qualified to transact business and is in good standing in all jurisdictions in which qualification and good standing are necessary in order for it to conduct its business and own its property, and (iii) has all requisite power and authority to conduct its business, to own its property, to execute and deliver this Agreement and to perform its obligations hereunder; (b) Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is qualified to transact business and is in good standing in all jurisdictions in which qualification and good standing are necessary in order for it to conduct its business and own its property, and (iii) has all requisite power and authority to conduct its business, to own its property, to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly and validly executed and delivered by each Credit Party and constitutes a legal, valid and binding obligation of each Credit Party, enforceable against each Credit Party in accordance with its terms, subject, as to enforceability of remedies, to bankruptcy, insolvency and other laws affecting creditors’ rights generally; (d) Each Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and such authorization, delivery and performance do not and will not (i) violate any law, rule, regulation, order, judgment, injunction, decree, determination or award presently in effect and applicable to such Credit Party, (ii) require any consent or result in a material breach of or constitute a default under any agreement, lease or instrument to which such Credit Party is a party or by which such Credit Party or any of its assets may be bound or affected, or (iii) result in or require the creation or imposition of any Lien (other than in favor of Bank pursuant to this Agreement) upon or with respect to any of the properties now owned or hereafter acquired by such Credit Party; (e) no recording, order, authorization, consent, license, registration, approval, exemption, filing, notice or other similar action by or with any governmental body, governmental official or other regulatory authority (except such as have been obtained and copies or confirmations of which have been delivered by the applicable Credit Party that to Bank) is a Grantor: or will be necessary (i) for the legality, validity, binding effect or enforceability of this Agreement, (ii) to permit the performance by each Credit Party of its obligations under this Agreement in accordance with the terms thereof, (iii) to enable Bank to enforce its rights and remedies under this Agreement, including any sale, transfer or other disposition by Bank of all or any part of the Collateral or (iv) to create and perfect the Liens on the Collateral which is granted under this Agreement or any related agreement or guarantee; (f) no Credit Party is in default with respect to any of its Indebtedness; (g) except as disclosed by the Credit Parties to Bank in writing prior to the date of this Agreement, there is no litigation or other proceeding pending or, to any Credit Party’s knowledge, threatened against or affecting any Credit Party which, if determined adversely to such Credit Party, would have a material adverse effect on such Credit Party’s exact legal name is correctly set forth in Schedule III, financial condition; (iih) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the all information set forth in Schedule III with respect to each Credit Party heretofore delivered to Bank by such Credit Party is true and accurate correct as of the date hereof, and all other statements and data submitted in all respects writing in connection with the Application are true and (v) such correct as of the date of the Application. No Credit Party has notknowledge of any liabilities at said dates, within the last five yearscontingent or otherwise, changed its legal namenot otherwise notified to Bank on or prior to such dates, locationand no Credit Party has entered into any commitments or contracts, chief executive officeor incurred any other liabilities, type of organizationat such dates that have not otherwise been notified to Bank, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V.which could reasonably be expected to have a material adverse effect upon any Credit Party’s financial condition; (bi) Such all Collateral is owned by the applicable Credit Party free and clear of all Liens whatsoever (except for Liens in favor of Bank and, in the case of Collateral consisting of property held by or through Bank’s affiliates, Liens in favor of such affiliates); (j) at no time shall the Collateral include any securities or other property in an amount such that (without taking any other relationships or assets of Bank into account) Bank, either upon exercising its rights or remedies hereunder or otherwise, would become a holder of 10% or more of any class of any equity security of any issuer or would become (or be presumed to be) an affiliate of any issuer of securities (as such term “affiliate” is defined for purposes of the Securities Act of 1933); (k) no Credit Party is duly organized an affiliate (as such term “affiliate” is defined for purposes of the Securities Act of 1933) of the issuer of any security included in the Collateral; (l) no part of the proceeds of any Advance will be used for the purpose of buying or formedcarrying Margin Stock (as defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System of the United States of America) or for any purpose that entails a violation of, validly existing andor that is inconsistent with, if applicablethe provisions of the Regulations of the Board of Governors of the Federal Reserve System, in good standing in its jurisdiction of organization including Regulation T, U or formation. Such X; (m) no Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary is an “investment company” as defined in, or subject to engage in its business and operations as now conductedregulation under, the failure to obtain or maintain which would have a Material Adverse Effect.Investment Company Act of 1940; and (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (en) This Agreement constitutesAgreement, upon execution and delivery thereof by the other Security Documents when delivered shall constituteparties thereto, the will create in favor of Bank, a legal, valid and binding obligations enforceable security interest in the Collateral and (i) upon execution and delivery of each Credit Party that is a party this Agreement and the Securities Account Control Agreement by the parties thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party the Lien created hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit Bank in respect of the Secured Parties, Account shall constitute a fully perfected first-priority Lien on, and security interest in, all right, title and interest of such Grantor Guarantor in the Collateral pledged by such Credit Party hereunder as security for the Secured ObligationsAccount, prior and superior in right to any other Lien person (except for Collateral Permitted Liensother than as contemplated in the Securities Account Control Agreement), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by (ii) upon execution of this Agreement and the filing of such a financing statements statement in appropriate form with the Secretary of State of the State of Delaware, the Lien created hereunder in favor of Bank in all other Guarantor Collateral will constitute a fully perfected first-priority Lien on, and security interest in, all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been takenright, including delivery title and interest of such Collateral consisting of certificated securities to the Collateral AgentGuarantor in all other Guarantor Collateral, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect prior and superior in right to any Credit Party that is other person, and (iii) upon execution of this Agreement and the filing of a Grantorfinancing statement in appropriate form with the Secretary of State of the State of Illinois, the Pledged Equity pledged as Lien created hereunder in favor of Bank in all Applicant Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized will constitute a fully perfected first-priority Lien on, and validly issued security interest in, all right, title and is fully paid interest of Applicant in all Applicant Collateral, prior and non-assessable. With respect superior in right to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interestother person. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its SubsidiariesSubsidiaries only, represents and warrants to warrants, on the Collateral Agentdate hereof and on each date that a Qualifying Hedge is entered into, for the benefit of the Secured Parties, thatas follows: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Each Credit Party is duly organized or validly formed, validly existing and, and (if applicable, ) in good standing under the laws of the State of Delaware and has all corporate, limited partnership or limited liability company powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except where failure to be in good standing or to have those licenses, authorizations, certificates, consents and approvals could not reasonably be expected to have a Material Adverse Effect. Each Subsidiary of each Credit Party is duly organized or validly formed, validly existing and (if applicable) in good standing under the laws of its jurisdiction of organization incorporation or formation, except where the failure to be so organized or formed, existing and in good standing could not reasonably be expected to have a Material Adverse Effect. Such Each Subsidiary of a Credit Party possesses has all applicable Business Entity corporate, limited partnership or limited liability company powers and all other authorizations governmental licenses, authorizations, certificates, consents and licenses necessary approvals required to engage in carry on its business and operations as now conductedconducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals the failure to obtain or maintain have which would could not reasonably be expected to have a Material Adverse Effect. (cb) The execution, delivery and performance by such each Credit Party of the Security Credit Documents to which it is shown as being a party and the consummation of the transactions contemplated thereby are within such Credit Party’s applicable Business Entity corporate, limited partnership or limited liability company powers, have been duly authorized by all necessary applicable Business Entity corporate, limited partnership or limited liability company action, and do not contravene (i) such Credit Party’s organizational documents charter, by-laws or formation agreement or (ii) law or any restriction under any material contractual restriction agreement binding on or affecting such Credit Party. (d) No authorization Party and will not result in or approval require the creation or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party imposition of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Lien prohibited by this Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.

Representations and Warranties of the Credit Parties. Each Effective as of the Initial Closing Date, the date of each Advance, the date each Domestic Subsidiary or Parent, as the case may be, delivers a Joinder Agreement and the Rent Commencement Date, each Credit Party, with respect to itself and its Subsidiaries, Party represents and warrants to the Collateral Agent, for the benefit each of the Secured Parties, other parties hereto that: (a) With respect The Lessee has delivered to any Credit Party that is a Grantor: (ithe Agent the financial statements and other reports referred to in Section 8.3A(a)(i) such Credit Party’s exact legal name is correctly set forth in Schedule III, and (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V.hereof; (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers The execution and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such each Credit Party of this Agreement and the Security Documents to which it is a party other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Agreement and the other applicable Operative Agreements are within such the corporate, partnership or limited liability company (as the case may be) powers of each Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity corporate action on the part of each Credit Party (including without limitation 18 24 any necessary shareholder action), have been duly executed and delivered, have received all necessary governmental approval, and do not contravene and will not (i) such violate any Legal Requirement which is binding on any Credit Party’s organizational documents Party or any of its Subsidiaries, (ii) contravene or conflict with, or result in a breach of, any material contractual restriction provision of the Articles of Incorporation, By-Laws or other organizational documents of any Credit Party or any of its Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or affecting such any of its Subsidiaries or (iii) result in, or require, the creation or imposition of any Lien (other than pursuant to the terms of the Operative Agreements) on any asset of any Credit Party.Party or any of its Subsidiaries; (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (ec) This Agreement constitutes, and the other Security Documents when delivered shall constituteapplicable Operative Agreements executed prior to and as of such date by any Credit Party, constitute the legal, valid and binding obligations obligation of each such Credit Party that is a party theretoParty, as applicable, enforceable against the such Credit Party Party, as applicable, in accordance with their respective terms. Each Credit Party has executed the various Operative Agreements required to be executed by such Credit Party as of such date; (d) There are no material actions, suits or proceedings pending or, to our knowledge, threatened against any Credit Party in any court or before any Governmental Authority (nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the full performance of any Operative Agreement or any transaction contemplated thereby) that (i) concern any Property or any Credit Party's interest therein, (ii) question the validity or enforceability of any Operative Agreement or any transaction described in the Operative Agreements or (iii) shall have or could reasonably be expected to have a Material Adverse Effect; provided, for purposes of disclosure, the Credit Parties have described the litigation set forth on Exhibit J; (e) No Governmental Action by any Governmental Authority or other authorization, registration, consent, approval, waiver, notice or other action by, to or of any other Person pursuant to any Legal Requirement, contract, indenture, instrument or agreement or for any other reason is required to authorize or is required in connection with (i) the execution, delivery or performance of any Operative Agreement, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing of any Property or (iv) any Advance, in each case, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.those which have been obtained and are in full force and effect; (f) With Upon the execution and delivery of the Lease and each Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the Lease Supplement and will have a valid and subsisting leasehold interest in such Property, subject only to the Permitted Liens, and (ii) no offset will exist with respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to Rent or other sums payable under the Collateral Agent.Lease; (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder Except as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected otherwise contemplated by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a GrantorOperative Agreements, the Pledged Equity pledged as Collateral by such Credit Party to Construction Agent shall not use the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to proceeds of any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens Holder Advance or other encumbrances, except Loan for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.any

Representations and Warranties of the Credit Parties. Each Effective as of the Initial Closing Date, the date of each Advance, the date each Domestic Subsidiary or Parent, as the case may be, delivers a Joinder Agreement and the Rent Commencement Date, each Credit Party, with respect to itself and its Subsidiaries, Party represents and warrants to the Collateral Agent, for the benefit each of the Secured Parties, other parties hereto that: (a) With respect The Lessee has delivered to any Credit Party that is a Grantor: (ithe Agent the financial statements and other reports referred to in Section 8.3A(a)(i) such Credit Party’s exact legal name is correctly set forth in Schedule III, and (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V.hereof; (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers The execution and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such each Credit Party of this Agreement and the Security Documents to which it is a party other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Agreement and the other applicable Operative Agreements are within such the corporate, partnership or limited liability company (as the case may be) powers of each Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity corporate action on the part of each Credit Party (including without limitation any necessary shareholder action), have been duly executed and delivered, have received all necessary governmental approval, and do not contravene and will not (i) such violate any Legal Requirement which is binding on any Credit Party’s organizational documents Party or any of its Subsidiaries, (ii) contravene or conflict with, or result in a breach of, any material contractual restriction provision of the Articles of Incorporation, By-Laws or other organizational documents of any Credit Party or any of its Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or affecting such any of its Subsidiaries or (iii) result in, or require, the creation or imposition of any Lien (other than pursuant to the terms of the Operative Agreements) on any asset of any Credit Party.Party or any of its Subsidiaries; (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (ec) This Agreement constitutes, and the other Security Documents when delivered shall constituteapplicable Operative Agreements executed prior to and as of such date by any Credit Party, constitute the legal, valid and binding obligations obligation of each such Credit Party that is a party theretoParty, as applicable, enforceable against the such Credit Party Party, as applicable, in accordance with their respective terms. Each Credit Party has executed the various Operative Agreements required to be executed by such Credit Party as of such date; (d) There are no material actions, suits or proceedings pending or, to our knowledge, threatened against any Credit Party in any court or before any Governmental Authority (nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the full performance of any Operative Agreement or any transaction contemplated thereby) that (i) concern any Property or any Credit Party's interest therein, (ii) question the validity or enforceability of any Operative Agreement or any transaction described in the Operative Agreements or (iii) shall have or could reasonably be expected to have a Material Adverse Effect; provided, for purposes of disclosure, the Credit Parties have described the litigation set forth on Exhibit J; (e) No Governmental Action by any Governmental Authority or other authorization, registration, consent, approval, waiver, notice or other action by, to or of any other Person pursuant to any Legal Requirement, contract, indenture, instrument or agreement or for any other reason is required to authorize or is required in connection with (i) the execution, delivery or performance of any Operative Agreement, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing of any Property or (iv) any Advance, in each case, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.those which have been obtained and are in full force and effect; (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interest. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive Upon the execution and delivery by the Credit Parties of the Security Documents.Lease and each Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the

Representations and Warranties of the Credit Parties. Each of the Credit Party, with respect to itself and its Subsidiaries, Parties represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, thatas follows: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of this Amendment and the Security Documents documents delivered in connection herewith to which it such Credit Party is a party (i) are within such Credit Party’s applicable Business Entity powers's corporate powers and authority, have been duly authorized by all necessary applicable Business Entity action, corporate action and do not contravene (iA) such Credit Party’s organizational documents 's Governing Documents, (B) any Requirement of Law applicable to it or any of its properties or (iiC) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval franchise, license, permit, indenture, contract, lease, agreement, instrument or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents commitment to which it is a party or by which it or any of its properties are bound, (ii) will not result in a Default or an Event of Default and Sections 5.01, 5.02 and 5.07 (iii) will not result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Credit Party (other than Liens permitted by the Credit Agreement). (eb) This Agreement constitutes, Amendment and the other Security Documents when documents delivered shall constitute, in connection herewith to which such Credit Party is a party constitute the legal, valid and binding obligations of each such Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting creditors’ creditor's rights generally or by and general principles of equity. (fc) With There is no pending or, to the best of its knowledge, threatened litigation, proceeding, inquiry or other action seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Amendment, the Purchase Agreement or the transactions contemplated hereby and thereby or any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral AgentParty's other business activities. (gd) With respect to any Credit Party that is a GrantorSince September 30, this Agreement is effective to create 1997, there has occurred no material adverse change in favor the financial condition, operations, assets or prospects of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interestAcquired Business. (i) With respect to All consents, filings and approvals required in connection with execution, delivery and performance by SDW or any Credit Party that of the Purchase Agreement and the documents delivered in connection therewith to which it is a Grantorparty have been obtained or made and are in full force and effect, except such consents, filings and approvals which, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% financial condition, operations, assets or prospects of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties hereinAcquired Business, and in (ii) all applicable waiting periods (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) have expired without any other Security Document delivered pursuant hereto, shall survive the execution and delivery action being taken by the Credit Parties of the Security Documentsany competent authority.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, Party hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, thatas follows: (a) With respect to any The execution, delivery and performance of this Amendment and the Credit Party that is a Grantor: (i) Agreement, as amended hereby, are within such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) organizational powers and have been duly authorized by all necessary corporate and other action. This Amendment has been duly executed and delivered by such Credit Party has only and this Amendment and the trade names listed on Schedule IVCredit Agreement, (iii) as amended hereby, constitute the legal, valid and binding obligations of such Credit Party is located and are enforceable against such Credit Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and requirements of reasonableness, good faith and fair dealing. (within b) The execution, delivery and performance of this Amendment and the meaning of Section 9-307 of the UCC) and has its chief executive officeCredit Agreement, in the state or jurisdiction set forth in Schedule IIIas amended hereby, (iva) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except in each case as have been obtained or made and that are in full force and effect and except for filings required to perfect the information set forth in Schedule III with respect Liens created pursuant to the Loan Documents, (b) will not violate any Applicable Law applicable to such Credit Party is true and accurate its Restricted Subsidiaries, (c) will not conflict with, result in all respects and (v) a breach of or constitute a default under any indenture, agreement or other instrument to which such Credit Party has notor any of its Restricted Subsidiaries is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, within which could, individually or in the last five yearsaggregate, changed reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of such Credit Party or any of its legal nameRestricted Subsidiaries, locationother than Liens created under the Loan Documents or the ABL Credit Agreement, chief executive officeexcept, type in the case of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. clauses (a) and (b) Such Credit Party is duly organized above, where such breach or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have take such action could not reasonably be expected to result in a Material Adverse Effect. (c) The executionAs of the date hereof and after giving effect to the terms of this Amendment, delivery (i) no Default or Event of Default has occurred that is continuing and performance by (ii) the representations and warranties of (or made with respect to) such Credit Party of set forth in the Security Documents Credit Agreement, as amended hereby, and each Loan Document to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by true and correct in all necessary applicable Business Entity action, material respects on and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 as of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien date hereof (except for Collateral Permitted Liens), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, the Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder has (to the extent applicable) been duly authorized that any such representation and validly issued warranty is stated to relate to a specific earlier date, in which case such representation and is fully paid warranty shall be true and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree correct in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent all material respects as of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interestearlier date). (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.

Representations and Warranties of the Credit Parties. Each of the Credit Party, with respect to itself and its Subsidiaries, Parties hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: (a) With respect It has taken all necessary action to any authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Credit Party that is a Grantor: (i) and constitutes such Credit Party’s exact legal name legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited (x) by general principles of equity and conflicts of laws (whether enforcement is correctly sought by proceedings in equity or at law) and (y) by bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to, or affecting the enforcement of, creditors’ rights. (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Credit Party of this Amendment (except for those which have been obtained on or prior to the First Amendment Effective Date). (d) The execution and delivery of this Amendment does not diminish or reduce its obligations under the Credit Documents (including, without limitation, in the case of each Guarantor, such Guarantor’s guaranty pursuant to Section 11 of the Credit Agreement) in any manner, except as specifically set forth in Schedule IIIherein. (e) Such Credit Party has no claims, (ii) counterclaims, offsets, or defenses to the Credit Documents and the performance of its obligations thereunder, or if such Credit Party has only any such claims, counterclaims, offsets, or defenses to the trade names listed on Schedule IVCredit Documents or any transaction related to the Credit Documents, (iii) such Credit Party is located (within the meaning of Section 9-307 same are hereby waived, relinquished and released in consideration of the UCCLenders’ execution and delivery of this Amendment. (f) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except Except as disclosed in Schedule V. (b) Such C, no action, suit, investigation or proceeding is pending or, to the knowledge of any Credit Party, threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any Credit Party is duly organized or formed, validly existing andany transaction contemplated by the Credit Documents, if applicablesuch action, in good standing in its jurisdiction of organization suit, investigation or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary proceeding is reasonably likely to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (cg) The execution, delivery representations and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws warranties contained in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 Section 5 of the Credit Agreement. , as amended hereby, are correct in all material respects on and as of the date hereof as though made on and as of such date and after giving effect to the amendments contained herein (e) This Agreement constitutesexcept to the extent relating specifically to a prior date and, in such case, shall be true and the other Security Documents when delivered shall constitute, the legal, valid correct as of such date and binding obligations of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. (fotherwise provided in Part C(f) With respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to the Collateral Agent. (g) With respect to any Credit Party that is a Grantor, this Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted Liensabove), except in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control to the Collateral Agent with respect to Collateral pledged by such Credit Party hereunder for which control can be established have been taken, including delivery of such Collateral consisting of certificated securities to the Collateral Agent, duly endorsed for transfer or accompanied by duly executed instruments of transfer. (h) With respect to any Credit Party that is a Grantor, No Default or Event of Default exists on and as of the Pledged Equity pledged as Collateral by such Credit Party date hereof and after giving effect to the Collateral Agent hereunder has (to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect to any Equity Interests pledged by such Credit Party to the Collateral Agent hereunder that are uncertificated securities, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Company, such Credit Party confirms that it has received notice of such security interestamendments contained herein. (i) With respect to any Credit Party that is a Grantor, the Initial Pledged Equity pledged as Collateral by such Credit Party to the Collateral Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II. (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All representations and warranties made by the Credit Parties herein, and in any other Security Document delivered pursuant hereto, shall survive the execution and delivery by the Credit Parties of the Security Documents.

Representations and Warranties of the Credit Parties. Each Effective as of the Initial Closing Date, the date of each Advance and each release of funds from the Escrow Account, and the date each Domestic Subsidiary delivers a Joinder Agreement, each Credit Party, with respect to itself and its Subsidiaries, Party represents and warrants to the Collateral Agent, for the benefit each of the Secured Parties, other parties hereto that: (a) With respect The Incorporated Representations and Warranties are true and correct in all material respects (unless such relate solely to any an earlier point in time) and the Lessee has delivered to the Agent the financial statements and other reports referred to in Section 7.8 of the Lessee Credit Party that is a Grantor: Agreement; (i) such Credit Party’s exact legal name Each of the Construction Agent and the Lessee is correctly set forth a corporation duly organized and validly existing and in Schedule IIIgood standing under the laws of the State of Washington and each Guarantor is a corporation, (ii) such limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state of formation and each Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within power and authority to enter into and perform its obligations under the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents Operative Agreements to which it is a party and has the corporate or partnership power and authority to act as the Construction Agent, the Lessee or a Guarantor, as the case may be, and to enter into and perform the obligations under each of the other Operative Agreements to which it is a party or will be a party and each other agreement, instrument and document to be executed and delivered by it on or before such date in connection with or as contemplated by each such Operative Agreement to which it is a party or will be a party; (ii) The execution and delivery by each Credit Party of this Agreement and the other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Agreement and the other applicable Operative Agreements are within such the corporate, partnership or limited liability company (as the case may be) powers of each Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity corporate, partnership or limited liability company (as the case may be) action on the part of each Credit Party (including without limitation any necessary shareholder action), have been duly executed and delivered, have received all necessary governmental approval, and do not and will not (A) violate any Legal Requirement which is binding on any Credit Party or any of its Subsidiaries, (B) contravene (i) such Credit Party’s or conflict with, or result in a breach of, any provision of the Articles of Incorporation, By-Laws, Partnership Agreement or other organizational documents of any Credit Party or any of its Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or any of its Subsidiaries or (iiC) result in, or require, the creation or imposition of any material contractual restriction binding Lien (other than pursuant to the terms of the Operative Agreements) on any asset of any Credit Party or affecting such Credit Party.any of its Subsidiaries; (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (ec) This Agreement constitutes, and the other Security Documents when delivered shall constituteapplicable Operative Agreements, executed prior to and as of such date by any Credit Party, constitute the legal, valid and binding obligations obligation of each such Credit Party that is a party theretoParty, as applicable, enforceable against such Credit Party Party, as applicable, in accordance with their respective terms. Each Credit Party has executed the various Operative Agreements required to be executed by such Credit Party as of such date; (d) Other than as set forth in Exhibit K attached hereto, there is no material action, suit or proceeding pending or, to its knowledge, threatened against any Credit Party in any court or before any Governmental Authority (nor has any order, judgment or decree been issued or proposed to be issued by any Governmental Authority) that (i) seeks to set aside, restrain, enjoin or prevent the full performance of any Operative Agreement or any transaction contemplated thereby, (ii) questions the validity or enforceability of any Operative Agreement to which any Credit Party is a party or the overall transaction described in the Operative Agreements to which any Credit Party is a party or (iii) has or could reasonably be expected to have a Material Adverse Effect; (e) No Governmental Action by any Governmental Authority or other authorization, registration, consent, approval, waiver, notice or other action by, to or of any other Person pursuant to any Legal Requirement, contract, indenture, instrument or agreement or for any other reason is required to authorize or is required in connection with (i) the execution, delivery or performance of any Operative Agreement by the Credit Parties that are parties thereto, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement with respect to the Credit Parties that are parties thereto, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing of any Property by the Lessee, the Construction Agent or the Lessor or (iv) the Lessee's, the Construction Agent's or the Lessor's request, receipt or use of any Advance, in each case, except as may those which have been obtained and are in full force and effect or will be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles obtained in the ordinary course of equity.development and construction of the Properties; (f) With Upon the execution and delivery of each Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the Lease Supplement and will have a valid and subsisting leasehold interest in such Property, subject only to the Permitted Liens, and (ii) no offset will exist with respect to any Credit Party that is a Grantor, all Collateral pledged by such Credit Party hereunder consisting of certificated securities has been delivered to Rent or other sums payable under the Collateral Agent.Lease; (g) With Except as otherwise contemplated by the Operative Agreements, neither the Construction Agent nor the Lessee shall use the proceeds of any Holder Advance or Loan with respect to any Credit Party that is a GrantorProperty for any purpose other than the purchase and/or lease of such Property, this Agreement is effective to create in favor the acquisition, installation and testing of the Collateral AgentEquipment, the construction of Improvements in accordance with the Plans and Specifications for such Property and the ratable benefit payment of the Secured Parties, a Lien on, and security interest in, all right, title and interest of such Grantor amounts referenced in the Collateral pledged by such Credit Party hereunder as security for the Secured Obligations, prior and superior in right to any other Lien (except for Collateral Permitted LiensSections 7.1(a), except 7.1(b) and 11.8 of this Agreement, in each case above as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. All financing statements have been filed that are necessary to perfect any Transaction Lien that can be perfected by the filing of such financing statements and all actions necessary to provide control which accrue prior to the Collateral Agent Rent Commencement Date with respect to Collateral pledged by such Credit Party hereunder Property, and for which control can be established have been takenthe purposes described in, including delivery of such Collateral consisting of certificated securities and subject to the Collateral Agentconditions of, duly endorsed for transfer or accompanied by duly executed instruments of transfer.Section 5.1(b); (h) With respect to any All information heretofore or contemporaneously herewith furnished by each Credit Party that is a Grantoror its Subsidiaries to the Agent, the Pledged Equity pledged as Collateral Owner Trustee, any Lender or any Holder for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all information hereafter furnished by such or on behalf of each Credit Party or its Subsidiaries to the Collateral Agent hereunder has (Agent, the Owner Trustee, any Lender or any Holder pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and such information, taken as a whole, does not and will not omit to the extent applicable) been duly authorized and validly issued and is fully paid and non-assessable. With respect state any material fact necessary to any Equity Interests pledged by make such Credit Party to the Collateral Agent hereunder that are uncertificated securitiesinformation, such Credit Party has caused the issuer thereof to agree in an authenticated record with such Credit Party and the Collateral Agent that such issuer will comply with instructions with respect to such uncertificated securities originated by the Collateral Agent without further consent of such Credit Party and has delivered taken as a copy of such authenticated record to the Collateral Agent. If such Credit Party is a Pledged Companywhole, such Credit Party confirms that it has received notice of such security interest.not misleading; (i) With respect The principal place of business, chief executive office and office of the Construction Agent and the Lessee where the documents, accounts and records relating to any the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 1155 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx, 00000 xxx the states of formation and the chief executive offices of each other Credit Party that is a Grantorare located at the places set forth in Exhibit L, the Initial Pledged Equity pledged as Collateral by such Credit Party or, in each case, subject to the Collateral requirements of Section 12.11, such other address or addresses as may be identified to the Agent hereunder constitutes 100% of the issued and outstanding Equity Interests of each issuer thereof, except as indicated on Schedule II.pursuant to Section 8.3; (j) If such Credit Party owns Restricted Equity Interests, such Credit Party has good title to its respective Restricted Equity Interests, free and clear of all Liens or other encumbrances, except for Collateral Permitted Liens. All The representations and warranties of each Credit Party set forth in any of the Operative Agreements are true and correct in all material respects on and as of each such date as if made on and as of such date, except to the extent that any such representation and warranty expressly and solely relates to an earlier date, in which case such representation and warranty shall be correct as of such earlier date. Each Credit Party is in compliance in all material respects with its obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Credit Parties hereinRequisition on the date of each Advance; (k) As of each Property Closing Date and the date of each subsequent Advance only, each Property then being financed consists of (i) unimproved Land or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or ground leasing or will be renovated and/or modified in any other Security Document delivered pursuant heretoaccordance with the terms of this Agreement. Each Property then being financed is located at the location set forth on the applicable Requisition, shall survive the execution and delivery by the Credit Parties each of which is in one of the Security Documents.Approved States; (l) As of each Property Closing Date and the date of each subsequent Advance only, the Lessor has good and marketable fee simple title to each Property, or, if any Property is the subject of a Ground Lease, the Lessor will have a valid ground leasehold interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to (i) such Liens referenced in Sections 6.2(r)(i) and 6.2(r)(ii) on the applicable Property Closing Date and (ii) subject to