Common use of Representations, Warranties and Agreements With Respect to Collateral Clause in Contracts

Representations, Warranties and Agreements With Respect to Collateral. The Company represents, warrants and agrees that: (a) The Company has (or will have at the time the Company acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all claims, security interests, liens, encumbrances, and restrictions on transfer or pledge except the Security Interest and will defend the Collateral against all claims or demands of all persons other than the Trustee. Except as provided in the Indenture, the Trustee does not authorize, and the Company agrees not to (i) make any sales of any of the Collateral; or (ii) grant any other security interest in the Collateral. (b) Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or will be when arising or issued) the valid genuine and legally enforceable obligation, subject to no defense, set-off or counterclaim (other than those arising in the ordinary course of business) of the account debtor or other obligor named therein or in the Company's records pertaining thereto as being obligated to pay such obligation. The Company will neither agree to any material modification or amendment nor agree to any cancellation of any such obligation without the Trustee's prior written consent, and will not subordinate any such right to payment to claims of other creditors of such account debtor or other obligor. (c) The Company covenants that it will: (i) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (ii) keep all Collateral free and clear of all security interests, liens and encumbrances except the Security Interest; (iii) at all reasonable times, permit the Trustee or its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Company's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Company; (iv) upon the request of the Trustee, provide photocopies of any of the Collateral (or, to the extent that such Collateral is not of a tangible nature, photocopies of documentation evidencing the Collateral); (v) promptly notify the Trustee of any loss of or material damage to any Collateral or of any adverse change, known to the Company, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; and If the Company at any time fails to perform or observe any agreement contained in this Section 6(c), and if such failure shall continue for a period of ten (10) calendar days after the Trustee gives the Company written notice thereof, the Trustee may (but need not) perform or observe such agreement on behalf and in the name, place and stead of the Company (or, at the Trustee's option, in the Trustee's own name) and may (but need not) take any and all other actions which the Trustee may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens, or encumbrances, the performance of obligations under contracts or agreements with account debtors or other obligors, the procurement and maintenance of insurance, and the procurement of repairs, transportation or insurance); and, except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law, the Company shall thereupon pay the Trustee within fifteen (15) business days of the Company's receipt of the Trustee's demand, the amount of all moneys expended and all costs and expenses (including reasonable attorneys' fees for any purpose relating to the enforcement of the Trustee's rights hereunder including consultation, drafting documents, sending notices and/or instituting, prosecuting or defending litigation or arbitration) incurred by the Trustee in connection with or as a result of the Trustee's performing or observing such agreements or taking such actions, together with interest thereon from the date expended or incurred by the Trustee at the highest rate then applicable to any of the Obligations.

Representations, Warranties and Agreements With Respect to Collateral. The Company represents, warrants and agrees that: (a) The Company has (or will have at the time the Company acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all claims, security interests, liens, encumbrances, and restrictions on transfer or pledge except the Security Interest and will defend the Collateral against all claims or demands of all persons other than the Trustee. Except as provided in the Indenture, the Trustee does not authorize, and the Company agrees not to (i) make any sales of any of the Collateral; or (ii) grant any other security interest in the Collateral. (b) Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or will be when arising or issued) the valid genuine and legally enforceable obligation, subject to no defense, set-off or counterclaim (other than those arising in the ordinary course of business) of the account debtor or other obligor named therein or in the Company's ’s records pertaining thereto as being obligated to pay such obligation. The Company will neither agree to any material modification or amendment nor agree to any cancellation of any such obligation without the Trustee's ’s prior written consent, and will not subordinate any such right to payment to claims of other creditors of such account debtor or other obligor. (c) The Company covenants that it will: (i) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (ii) keep all Collateral free and clear of all security interests, liens and encumbrances except the Security Interest; (iii) at all reasonable times, permit the Trustee or its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Company's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Company; (iv) upon the request of the Trustee, provide photocopies of any of the Collateral (or, to the extent that such Collateral is not of a tangible nature, photocopies of documentation evidencing the Collateral); (v) promptly notify the Trustee of any loss of or material damage to any Collateral or of any adverse change, known to the Company, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; and If the Company at any time fails to perform or observe any agreement contained in this Section 6(c), and if such failure shall continue for a period of ten (10) calendar days after the Trustee gives the Company written notice thereof, the Trustee may (but need not) perform or observe such agreement on behalf and in the name, place and stead of the Company (or, at the Trustee's ’s option, in the Trustee's ’s own name) and may (but need not) take any and all other actions which the Trustee may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens, or encumbrances, the performance of obligations under contracts or agreements with account debtors or other obligors, the procurement and maintenance of insurance, and the procurement of repairs, transportation or insurance); and, except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law, the Company shall thereupon pay the Trustee within fifteen (15) business days of the Company's ’s receipt of the Trustee's ’s demand, the amount of all moneys expended and all costs and expenses (including reasonable attorneys' ’ fees for any purpose relating to the enforcement of the Trustee's ’s rights hereunder including consultation, drafting documents, sending notices and/or instituting, prosecuting or defending litigation or arbitration) incurred by the Trustee in connection with or as a result of the Trustee's ’s performing or observing such agreements or taking such actions, together with interest thereon from the date expended or incurred by the Trustee at the highest rate then applicable to any of the Obligations.

Representations, Warranties and Agreements With Respect to Collateral. The Company Guarantor represents, warrants and agrees that: (a) The Company Collateral will be used primarily for business purposes and none of the Collateral consists of consumer goods. (b) Guarantor has (or will have at the time the Company Guarantor acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all claims, security interests, liens, encumbrances, and restrictions on transfer or pledge except other than the Security Interest and the Senior Lien, and Guarantor will defend the Collateral against all claims or demands of all persons other than the TrusteeSecured Party and Senior Lender. Except as provided in the Indenture, the Trustee Secured Party does not authorize, and the Company Guarantor agrees not to (i) make any sales or leases of any of the CollateralCollateral other than in the ordinary course of its business in the absence of an Event of Default; (ii) license any of the Collateral other than in the ordinary course of its business in the absence of an Event of Default; or (iiiii) grant any other security interest in the Collateral. (bc) Each account, right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or will be when arising or issued) the valid genuine and legally enforceable obligation, subject to no defense, set-off or counterclaim (other than those arising in the ordinary course of business) of the account debtor or other obligor named therein or in the Company's Guarantor’s records pertaining thereto as being obligated to pay such obligation. The Company Guarantor will neither agree to any material modification or amendment nor agree to any cancellation of any such obligation without the Trustee's Secured Party’s prior written consent, and will not subordinate any such right to payment to claims of other creditors of such account debtor or other obligor. (cd) The Company Guarantor covenants that it will: (i) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (ii) keep all Collateral free and clear of all security interests, liens and encumbrances except the Security InterestInterest and the Senior Lien; (iii) at all reasonable timestimes and upon prior written request of the Secured Party, permit the Trustee Secured Party or its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Company's Guarantor’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the CompanyGuarantor; (iv) upon the request of the Trustee, provide photocopies of any of keep accurate and complete records pertaining to the Collateral (or, and pertaining to Guarantor’s business and financial condition and submit to Secured Party such periodic reports concerning the extent that such Collateral is not of a tangible nature, photocopies of documentation evidencing the Collateral)and Guarantor’s business and financial condition as Secured Party may from time to time reasonably request; (v) not permit any Collateral to be located in any state (and, if county filing is required, in any county) in which a financing statement concerning such Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest; (vi) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (vii) promptly notify the Trustee Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the CompanyGuarantor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (viviii) if Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by Guarantor; (ix) bear the risk of loss of the Collateral and at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts equal to the greater of (i) the amount Secured Party may reasonably request, or (ii) the amount of insurance carried by other, similarly situated companies, in any event, with any loss payable to Secured Party; (x) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; (xi) from time to time execute such financing statements as Secured Party may require in order to perfect the Security Interest, and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (xii) pay when due or reimburse Secured Party on demand for all costs of collection of any of the Obligations and all other out-of-pocket expenses (including, but not limited to, in each case, all reasonable attorneys’ fees and related costs and expenses) incurred by Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Security Agreement or any or all of the Obligations, including, but not limited to, expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xiii) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time request in order to secure, protect, perfect or enforce the Security Interest and Secured Party’s rights under this Security Agreement; and (xiv) not permit any tangible Collateral to become part of or to be affixed to any real property without first assuring to the reasonable satisfaction of Secured Party that the Security Interest will be prior and senior to any interest, or lien then held or thereafter acquired by any mortgagee of such real property or the owner or purchaser of any interest therein; and (xv) in any event, not permit any other security interest, lien or encumbrance to be filed against the Collateral, other than the Security Interest, without Secured Party’s express written consent, which may be withheld by Secured Party for any reason or no reason. If the Company Guarantor at any time fails to perform or observe any agreement contained in this Section 6(c)5, and if such failure shall continue for a period of ten (10) calendar days after the Trustee Secured Party gives the Company Guarantor written notice thereof, the Trustee Secured Party may (but need not) perform or observe such agreement on behalf and in the name, place and stead of the Company Guarantor (or, at the Trustee's Secured Party’s option, in the Trustee's Secured Party’s own name) and may (but need not) take any and all other actions which the Trustee Secured Party may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens, or encumbrances, the performance of obligations under contracts or agreements with account debtors or other obligors, the procurement and maintenance of insurance, and the procurement of repairs, transportation or insurance); and, except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law, the Company Guarantor shall thereupon pay the Trustee within fifteen (15) business days of the Company's receipt of the Trustee's demand, Secured Party on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys' ’ fees and related expenses for any purpose relating to the enforcement of the Trustee's Secured Party’s rights hereunder including consultation, drafting documents, sending notices and/or instituting, prosecuting or defending litigation or arbitrationhereunder) incurred by the Trustee Secured Party in connection with or as a result of the Trustee's Secured Party’s performing or observing such agreements or taking such actions, together with interest thereon from the date expended or incurred by the Trustee Secured Party at the highest rate then applicable to any of the Obligations. To facilitate the performance or observance by Secured Party of such agreements of Guarantor, Guarantor hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party, or its delegate, as the attorney-in-fact of Guarantor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of Guarantor, any and all instruments, documents, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by Guarantor hereunder.

Representations, Warranties and Agreements With Respect to Collateral. The Company Debtor represents, warrants and agrees that: (a) The Company Collateral will be used primarily for business purposes and none of the Collateral consists of consumer goods. (b) Debtor has (or will have at the time the Company Debtor acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all claims, security interests, liens, encumbrances, and restrictions on transfer or pledge except other than the Security Interest and Debtor will defend the Collateral against all claims or demands of all persons other than the TrusteeSecured Party. Except as provided in the Indenture, the Trustee Secured Party does not authorize, and the Company Debtor agrees not to (i) make any sales or leases of any of the Collateral; (ii) license any of the Collateral other than in the ordinary course of its business in the absence of an Event of Default; or (iiiii) grant any other security interest in the Collateral, except that, until the occurrence of an Event of Default and the revocation by Secured Party of Debtor’s right to do so, Debtor may sell any inventory constituting Collateral to buyers in the ordinary course of business. (bc) Each account, right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or will be when arising or issued) the valid genuine and legally enforceable obligation, subject to no defense, set-off or counterclaim (other than those arising in the ordinary course of business) of the account debtor or other obligor named therein or in the Company's Debtor’s records pertaining thereto as being obligated to pay such obligation. The Company Debtor will neither agree to any material modification or amendment nor agree to any cancellation of any such obligation without the Trustee's Secured Party’s prior written consent, and will not subordinate any such right to payment to claims of other creditors of such account debtor or other obligor. (cd) The Company Debtor covenants that it will: (i) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (ii) keep all Collateral free and clear of all security interests, liens and encumbrances except the Security Interest; (iii) at all reasonable timestimes and upon prior written request of the Secured Party, permit the Trustee Secured Party or its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Company's Debtor’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the CompanyDebtor; (iv) upon the request of the Trustee, provide photocopies of any of keep accurate and complete records pertaining to the Collateral (or, and pertaining to Debtor’s business and financial condition and submit to Secured Party such periodic reports concerning the extent that such Collateral is not of a tangible nature, photocopies of documentation evidencing the Collateral)and Debtor’s business and financial condition as Secured Party may from time to time reasonably request; (v) not permit any Collateral to be located in any state (and, if county filing is required, in any county) in which a financing statement concerning such Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest; (vi) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (vii) promptly notify the Trustee Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the CompanyDebtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (viviii) if Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by Debtor; (ix) bear the risk of loss of the Collateral and at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts equal to the greater of (i) the amount Secured Party may reasonably request, or (ii) the amount of insurance carried by other, similarly situated companies, in any event, with any loss payable to Secured Party; (x) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; (xi) from time to time execute such financing statements as Secured Party may require in order to perfect the Security Interest, and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (xii) pay when due or reimburse Secured Party on demand for all costs of collection of any of the Obligations and all other out-of-pocket expenses (including, but not limited to, in each case, all reasonable attorneys’ fees and related costs and expenses) incurred by Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Security Agreement or any or all of the Obligations, including, but not limited to, expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xiii) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time request in order to secure, protect, perfect or enforce the Security Interest and Secured Party’s rights under this Security Agreement; and (xiv) not permit any tangible Collateral to become part of or to be affixed to any real property without first assuring to the reasonable satisfaction of Secured Party that the Security Interest will be prior and senior to any interest, or lien then held or thereafter acquired by any mortgagee of such real property or the owner or purchaser of any interest therein; and (xv) in any event, not permit any other security interest, lien or encumbrance to be filed against the Collateral, other than the Security Interest, without Secured Party’s express written consent, which may be withheld by Secured Party for any reason or no reason. If the Company Debtor at any time fails to perform or observe any agreement contained in this Section 6(c)4, and if such failure shall continue for a period of ten (10) calendar days after the Trustee Secured Party gives the Company Debtor written notice thereof, the Trustee Secured Party may (but need not) perform or observe such agreement on behalf and in the name, place and stead of the Company Debtor (or, at the Trustee's Secured Party’s option, in the Trustee's Secured Party’s own name) and may (but need not) take any and all other actions which the Trustee Secured Party may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens, or encumbrances, the performance of obligations under contracts or agreements with account debtors or other obligors, the procurement and maintenance of insurance, and the procurement of repairs, transportation or insurance); and, except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law, the Company Debtor shall thereupon pay the Trustee within fifteen (15) business days of the Company's receipt of the Trustee's demand, Secured Party on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys' ’ fees and related expenses for any purpose relating to the enforcement of the Trustee's Secured Party’s rights hereunder including consultation, drafting documents, sending notices and/or instituting, prosecuting or defending litigation or arbitrationhereunder) incurred by the Trustee Secured Party in connection with or as a result of the Trustee's Secured Party’s performing or observing such agreements or taking such actions, together with interest thereon from the date expended or incurred by the Trustee Secured Party at the highest rate then applicable to any of the Obligations. To facilitate the performance or observance by Secured Party of such agreements of Debtor, Debtor hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party, or its delegate, as the attorney-in-fact of Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of Debtor, any and all instruments, documents, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by Debtor hereunder.

Representations, Warranties and Agreements With Respect to Collateral. The Company represents, warrants and agrees that: (a) The Company has (or will have at the time the Company acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all claims, security interests, liens, encumbrances, and restrictions on transfer or pledge except the Security Interest and will defend the Collateral against all claims or demands of all persons other than the Trustee. Except as provided in the Indenture, the Trustee does not authorize, and the Company agrees not to (i) make any sales of any of the Collateral; or (ii) grant any other security interest in the Collateral. (b) Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or will be when arising or issued) the valid genuine and legally enforceable obligation, subject to no defense, set-off or counterclaim (other than those arising in the ordinary course of business) of the account debtor or other obligor named therein or in the Company's records pertaining thereto as being obligated to pay such obligation. The Company will neither agree to any material modification or amendment nor agree to any cancellation of any such obligation without the Trustee's prior written consent, and will not subordinate any such right to payment to claims of other creditors of such account debtor or other obligor. (c) The Company covenants that it will: (i) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (ii) keep all Collateral free and clear of all security interests, liens and encumbrances except the Security Interest; (iii) at all reasonable times, permit the Trustee or its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Company's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Company; (iv) upon the request of the Trustee, provide photocopies of any of the Collateral (or, to the extent that such Collateral is not of a tangible nature, photocopies of documentation evidencing the Collateral); (v) promptly notify the Trustee of any loss of or material damage to any Collateral or of any adverse change, known to the Company, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; and If the Company at any time fails to perform or observe any agreement contained in this Section 6(c), and if such failure shall continue for a period of ten (10) calendar days after the Trustee gives the Company written notice thereof, the Trustee may (but need not) perform or observe such agreement on behalf and in the name, place and stead of the Company (or, at the Trustee's option, in the Trustee's own name) and may (but need not) take any and all other actions which the Trustee may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens, or encumbrances, the performance of obligations under contracts or agreements with account debtors or other obligors, the procurement and maintenance of insurance, and the procurement of repairs, transportation or insurance); and, except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law, the Company shall thereupon pay the Trustee within fifteen (15) business days of the Company's receipt of the Trustee's demand, the amount of all moneys expended and all costs and expenses (including reasonable attorneys' fees for any purpose relating to the enforcement of the Trustee's rights hereunder including consultation, drafting documents, sending notices and/or instituting, prosecuting or defending litigation or arbitration) incurred by the Trustee in connection with or as a result of the Trustee's performing or observing such agreements or taking such actions, together with interest thereon from the date expended or incurred by the Trustee at the highest rate then applicable to any of the Obligations.