Common use of Representations, Warranties and Covenants of the Debtors Clause in Contracts

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Secured Party as follows: (a) Such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than Permitted Indebtedness exists or will exist upon such Collateral at any time. (b) This Agreement is effective to create in favor of the Secured Party a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (v) the delivery to the Secured Party of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (v) delivery to the Secured Party or its Representative, of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateral. (c) All of the Equipment, Inventory and Goods owned by such Debtor are located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liens, charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party an updated Schedule I, II, III, IV and/or V within five (5) Business Days of any change thereto. (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (h) Such Debtor does not have any interest in real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party a revised version of Schedule VIII showing any changes thereto within ten (10) Business Days of any such change. Except as otherwise agreed to by the Secured Party, all such interests in real property with respect to such real property are subject to a mortgage and deed of trust (in form and substance satisfactory to the Secured Party) in favor of the Secured Party (hereinafter, a “Mortgage”). (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (j) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Secured Party as follows: (a) Such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than Permitted Indebtedness Liens exists or will exist upon such Collateral at any time. (b) This Agreement is effective to create in favor of the Secured Party a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC Uniform Commercial Code financing statements in the jurisdictions listed on Schedule I attached hereto, and (ii) each Deposit Account, Account being subject to an Account Control Agreement (iiias hereinafter defined) filings in between the United States Patent applicable Debtor and Trademark Office, or United States Copyright Office with respect to Collateral that is Patents depository institution and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (v) the delivery to the Secured Party on behalf of the Pledged Collateral together with assignments in blankBuyers, (vi) the such security interest created hereby being noted on each certificate will be a duly perfected first priority security interest in all of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereofCollateral (other than Instruments not constituting Chattel Paper), and (v) upon delivery of the Instruments to the Secured Party or its Representative, of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel PaperDebtor, such the security interest in the Instruments will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateralperfected. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office officer and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liens, charges and encumbrances, including including, without limitation limitation, licenses, shop rights and covenants by such Debtor not to sxx xxx third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks Copyrights, Patents and CopyrightsTrademarks. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Such Debtor agrees to shall deliver to the Secured Party an updated Schedule I, II, III, IV and/or V within five (5) Business Days of any change theretothereto showing any such changes. (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each such Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Such Debtor shall not open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Such Debtor shall deliver to the Secured Party a revised version of an updated Schedule VI showing any changes thereto within five (5) Business Days of any change thereto showing any such changechanges. Each Such Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide the Secured Party with such information with respect to such account as the Secured Party may from time to time reasonably may request, and each such Debtor hereby consents to such information being provided to the Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (h) Such Debtor does not have any interest in real property with respect to real property except as disclosed on Schedule VIII (if any). Each Such Debtor shall deliver to the Secured Party a revised version of an updated Schedule VIII showing any changes thereto within ten five (105) Business Days of any change thereto showing any such changechanges. Except as otherwise agreed to by the Secured Party, all such interests in real property with respect to such real property are subject to a mortgage and or deed of trust (in form and substance satisfactory to the Secured Party) in favor of the Secured Party (hereinafter, a “Mortgage”). (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (j) All Equipment (including, without limitation, Motor Vehicles) owned by a such Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any time. (b) This Subject to the Permitted Liens, this Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the CollateralCollateral other than Deposit Accounts. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Subject to the Permitted Lien, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liensliens (subject to the Permitted Lien), charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business Trading Days of any material change thereto. (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto within ten (10) Business 10 Trading Days of any such change. Except as otherwise agreed to by the Secured Party, all such interests in real property with respect to such real property are subject to a mortgage and deed of trust (in form and substance satisfactory to the Secured Party) in favor of the Secured Party (hereinafter, a “Mortgage”). (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any timeCollateral. (b) This Subject to the Permitted Liens, this Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the CollateralCollateral , and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in Indebtedness)in all of the Collateralsuch Collateral in which such a security interest may be perfected by such action. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Subject to the Permitted Lien, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liensliens (subject to the Permitted Lien), charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business Trading Days of any material change theretothereto which, if omitted, would make such Schedules materially misleading, taken as a whole. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by Debtors with respect to such Schedules during such five Trading Day period shall be deemed true and correct, and any covenant of the Debtors with respect to such Schedules during such five Trading Day period shall be deemed complied with until the earlier of (a) the expiration of such five Trading Day period and (b) the delivery of such updated Schedule(s). (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto within ten (10) Business 10 Trading Days of any such changechange thereto which, if omitted, would make such Schedule VIII materially misleading, taken as a whole. Except as otherwise agreed Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by the Secured Party, all such interests in real property Debtors with respect to such real property are subject to a mortgage Schedule VIII during such 10 Trading Day period shall be deemed true and deed of trust (in form correct, and substance satisfactory to the Secured Party) in favor any covenant of the Secured Party Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed complied with until the earlier of (hereinafter, a “Mortgage”)a) the expiration of such 10 Trading Day period and (b) the delivery of such updated Schedule VIII. (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any timeCollateral. (b) This Subject to the Permitted Liens, this Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the CollateralCollateral , and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateralsuch Collateral in which such a security interest may be perfected by such action. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Subject to the Permitted Lien, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liensliens (subject to the Permitted Lien), charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business Trading Days of any material change theretothereto which, if omitted, would make such Schedules materially misleading, taken as a whole. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by Debtors with respect to such Schedules during such five Trading Day period shall be deemed true and correct, and any covenant of the Debtors with respect to such Schedules during such five Trading Day period shall be deemed complied with until the earlier of (a) the expiration of such five Trading Day period and (b) the delivery of such updated Schedule(s). (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto within ten (10) Business 10 Trading Days of any such changechange thereto which, if omitted, would make such Schedule VIII materially misleading, taken as a whole. Except as otherwise agreed Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by the Secured Party, all such interests in real property Debtors with respect to such real property are subject to a mortgage Schedule VIII during such 10 Trading Day period shall be deemed true and deed of trust (in form correct, and substance satisfactory to the Secured Party) in favor any covenant of the Secured Party Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed complied with until the earlier of (hereinafter, a “Mortgage”)a) the expiration of such 10 Trading Day period and (b) the delivery of such updated Schedule VIII. (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any time. (b) This Subject to the Permitted Liens, this Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the CollateralCollateral other than Deposit Accounts. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Subject to the Permitted Lien, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liensliens (subject to the Permitted Lien), charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business Trading Days of any material change thereto. Notwithstanding any change in status of a Subsidiary to an Excluded Subsidiary or any other type of subsidiary during the term of this Agreement, any such Collateral pledged as part of Schedule I, II, III, IV and/or V shall remain part of the pledged Collateral for the term of this Agreement subject to Permitted Liens. (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto within ten (10) Business 10 Trading Days of any such change. Except as otherwise agreed to by the Secured Party, all such interests in real property with respect to such real property are subject to a mortgage and deed of trust (in form and substance satisfactory to the Secured Party) in favor of the Secured Party (hereinafter, a “Mortgage”). (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and (ii) no Lien other than Permitted Indebtedness exists or will exist upon such Collateral at any timeCollateral, except for Permitted Liens. (b) This Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the CollateralCollateral pursuant to which a security interest may be perfected by the following actions, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateralsuch Collateral in which such a security interest may be perfected by such action. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liens, charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business 10 Trading Days of any change theretothereto which, if omitted, would make such Schedules materially misleading, taken as a whole. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed true and correct, and any covenant of the Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed complied with until the earlier of (a) the expiration of such 10 Trading Day period and (b) the delivery of such updated Schedule(s). (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII VI hereto (if any)) as of the date hereof. (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII VII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto VII within ten (10) Business 10 Trading Days of any change thereto which, if omitted, would make such changeSchedule VII materially misleading, taken as a whole. Except as otherwise agreed Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by the Secured Party, all such interests in real property Debtors with respect to such real property are subject to a mortgage Schedule VII during such 10 Trading Day period shall be deemed true and deed of trust (in form correct, and substance satisfactory to the Secured Party) in favor any covenant of the Secured Party Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed complied with until the earlier of (hereinafter, a “Mortgage”)a) the expiration of such 10 Trading Day period and (b) the delivery of such updated Schedule VII. (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX heretoVIII hereto as of the date hereof.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Secured Party as follows: (a) Such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than Permitted Indebtedness Liens exists or will exist upon such Collateral at any time. (b) This Agreement is effective to create in favor of the Secured Party a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC Uniform Commercial Code financing statements in the jurisdictions listed on Schedule I attached hereto, and (ii) each Deposit Account, Account being subject to an Account Control Agreement (iiias hereinafter defined) filings in between the United States Patent applicable Debtor and Trademark Office, or United States Copyright Office with respect to Collateral that is Patents depository institution and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (v) the delivery to the Secured Party on behalf of the Pledged Collateral together with assignments in blankBuyers, (vi) the such security interest created hereby being noted on each certificate will be a duly perfected first priority security interest in all of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereofCollateral (other than Instruments not constituting Chattel Paper), and (v) upon delivery of the Instruments to the Secured Party or its Representative, of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel PaperDebtor, such the security interest in the Instruments will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateralperfected. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liens, charges and encumbrances, including including, without limitation limitation, licenses, shop rights and covenants by such Debtor not to sxx xxx third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks Copyrights, Patents and CopyrightsTrademarks. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Such Debtor agrees to shall deliver to the Secured Party an updated Schedule I, II, III, IV and/or V within five (5) Business Days of any change theretothereto showing any such changes. (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each such Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Such Debtor shall not open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Such Debtor shall deliver to the Secured Party a revised version of an updated Schedule VI showing any changes thereto within five (5) Business Days of any change thereto showing any such changechanges. Each Such Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide the Secured Party with such information with respect to such account as the Secured Party may from time to time reasonably may request, and each such Debtor hereby consents to such information being provided to the Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (h) Such Debtor does not have any interest in real property with respect to real property except as disclosed on Schedule VIII (if any). Each Such Debtor shall deliver to the Secured Party a revised version of an updated Schedule VIII showing any changes thereto within ten five (105) Business Days of any change thereto showing any such changechanges. Except as otherwise agreed to by the Secured Party, all such interests in real property with respect to such real property are subject to a mortgage and or deed of trust (in form and substance satisfactory to the Secured Party) in favor of the Secured Party (hereinafter, a “Mortgage”). (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (j) All Equipment (including, without limitation, Motor Vehicles) owned by a such Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any timeCollateral. (b) This Subject to the Permitted Liens, this Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the CollateralCollateral pursuant to which a security interest may be perfected by the following actions, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, and (v) the execution and delivery of control agreements with the depository or other institution with which the applicable Deposit Accounts are maintained, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted IndebtednessIndebtedness with respect to certain SBF Collateral, as that phrase is defined in an Intercreditor Agreement dated the date of this Agreement as to which the Company and the Investor are each parties, on which the Collateral Agent will have a second priority security interest) in all of such Collateral in which such a security interest may be perfected by such action, except as limited in the parenthetical in this clause (v) of Section 2(b); provided, however, that the Debtors covenant to terminate the Current Lender Lien and to enter into a new Intercreditor Agreement with the new A/R Lender within 90 days after the First Tranche Closing Date; and provided, further, that after all Liens of the Debtor and all security interests related to that certain UCC-1 Financing Statement filed on February 2, 2022 in favor of the Current Lender which UCC- 1 Financing Statement shall have been terminated, such security interest will be a duly perfected first priority security interest in all Collateral, except for Accounts on which the Collateral Agent will have a second priority security interest. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Subject to the Permitted Lien, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liensliens (subject to the Permitted Lien), charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business Trading Days of any material change theretothereto which, if omitted, would make such Schedules materially misleading, taken as a whole. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by Debtors with respect to such Schedules during such five Trading Day period shall be deemed true and correct, and any covenant of the Debtors with respect to such Schedules during such five Trading Day period shall be deemed complied with until the earlier of (a) the expiration of such five Trading Day period and (b) the delivery of such updated Schedule(s). (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any)) as of the date hereof. (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto within ten (10) Business 10 Trading Days of any such changechange thereto which, if omitted, would make such Schedule VIII materially misleading, taken as a whole. Except as otherwise agreed Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by the Secured Party, all such interests in real property Debtors with respect to such real property are subject to a mortgage Schedule VIII during such 10 Trading Day period shall be deemed true and deed of trust (in form correct, and substance satisfactory to the Secured Party) in favor any covenant of the Secured Party Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed complied with until the earlier of (hereinafter, a “Mortgage”)a) the expiration of such 10 Trading Day period and (b) the delivery of such updated Schedule VIII. (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX heretohereto as of the date hereof.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any timeCollateral. (b) This Subject to the Permitted Liens, this Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the CollateralCollateral pursuant to which a security interest may be perfected by the following actions, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, and (v) the execution and delivery of control agreements with the depository or other institution with which the applicable Deposit Accounts are maintained, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted IndebtednessIndebtedness with respect to certain SBF Collateral, as that phrase is defined in an Intercreditor Agreement dated the date of this Agreement as to which the Company and the Investor are each parties, on which the Collateral Agent will have a second priority security interest) in all of such Collateral in which such a security interest may be perfected by such action, except as limited in the parenthetical in this clause (v) of Section 2(b); provided, however, that the Debtors covenant to terminate the Current Lender Lien and to enter into a new Intercreditor Agreement with the new A/R Lender within 90 days after the First Tranche Closing Date; and provided, further, that after all Liens of the Debtor and all security interests related to that certain UCC-1 Financing Statement filed on February 2, 2022 in favor of the Current Lender which UCC-1 Financing Statement shall have been terminated, such security interest will be a duly perfected first priority security interest in all Collateral, except for Accounts on which the Collateral Agent will have a second priority security interest. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Subject to the Permitted Lien, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liensliens (subject to the Permitted Lien), charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business Trading Days of any material change theretothereto which, if omitted, would make such Schedules materially misleading, taken as a whole. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by Debtors with respect to such Schedules during such five Trading Day period shall be deemed true and correct, and any covenant of the Debtors with respect to such Schedules during such five Trading Day period shall be deemed complied with until the earlier of (a) the expiration of such five Trading Day period and (b) the delivery of such updated Schedule(s). (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any)) as of the date hereof. (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto within ten (10) Business 10 Trading Days of any such changechange thereto which, if omitted, would make such Schedule VIII materially misleading, taken as a whole. Except as otherwise agreed Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by the Secured Party, all such interests in real property Debtors with respect to such real property are subject to a mortgage Schedule VIII during such 10 Trading Day period shall be deemed true and deed of trust (in form correct, and substance satisfactory to the Secured Party) in favor any covenant of the Secured Party Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed complied with until the earlier of (hereinafter, a “Mortgage”)a) the expiration of such 10 Trading Day period and (b) the delivery of such updated Schedule VIII. (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX heretohereto as of the date hereof.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any timeCollateral. (b) This Subject to the Permitted Liens, this Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the CollateralCollateral pursuant to which a security interest may be perfected by the following actions, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent and Trademark Office, or United States Copyright Office with respect to Collateral that is constitutes Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (viii) the delivery to the Secured Party Collateral Agent of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (viv) delivery to the Secured Party Collateral Agent or its Representative, Representative of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, and (v) the execution and delivery of control agreements with the depository or other institution with which the applicable Deposit Accounts are maintained, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateralsuch Collateral in which such a security interest may be perfected by such action. (c) All of the Equipment, Inventory and Goods owned by such Debtor are is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Subject to the Permitted Lien, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liensliens (subject to the Permitted Lien), charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V within five (5) Business Trading Days of any change theretothereto which, if omitted, would make such Schedules materially misleading, taken as a whole. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by Debtors with respect to such Schedules during such five Trading Day period shall be deemed true and correct, and any covenant of the Debtors with respect to such Schedules during such five Trading Day period shall be deemed complied with until the earlier of (a) the expiration of such five Trading Day period and (b) the delivery of such updated Schedule(s). (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereof. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any)) as of the date hereof. (hg) Such Debtor does not have any interest in owned real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party the Collateral Agent a revised version of Schedule VIII showing any changes thereto within ten (10) Business 10 Trading Days of any change thereto which, if omitted, would make such changeSchedule VIII materially misleading, taken as a whole. Except as otherwise agreed Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, any representation or warranty made by the Secured Party, all such interests in real property Debtors with respect to such real property are subject to a mortgage Schedule VIII during such 10 Trading Day period shall be deemed true and deed of trust (in form correct, and substance satisfactory to the Secured Party) in favor any covenant of the Secured Party Debtors with respect to such Schedules during such 10 Trading Day period shall be deemed complied with until the earlier of (hereinafter, a “Mortgage”)a) the expiration of such 10 Trading Day period and (b) the delivery of such updated Schedule VIII. (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (jh) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX heretohereto as of the date hereof.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents The Debtors hereby represent, warrant and warrants to, and covenants with, covenant to the Secured Party as follows: (a) Such Debtor has or will have rights The Debtors shall pay their Total Indebtedness, in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, accordance with respect to after acquired Collateralits terms, to such Debtor acquiring the same) and no Lien other than Permitted Indebtedness exists or will exist upon such Collateral at any timeSecured Party, for the ratable benefit of the Banks, secured by this Agreement. (b) This Agreement is effective to create in favor of the Secured Party a valid security interest in and Lien upon all of such Debtor’s right, The Debtors have good title and interest in and to the Collateral, Collateral and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account, (iii) filings in the United States Patent have full right and Trademark Office, or United States Copyright Office with respect authority to Collateral that is Patents and Trademarks, or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (v) the delivery to the Secured Party of the Pledged Collateral together with assignments in blank, (vi) grant the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (v) delivery to the Secured Party or its Representative, of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paper, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateralgranted herein. (c) All of the Equipment, Inventory and Goods owned by such Debtor are located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none No financing statement or security agreement purporting to cover any of the Collateral is in the possession of has heretofore been signed by any bailee, warehousemen, processor Debtor or consignee. Schedule I discloses such Debtor’s name names any Debtor as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that "debtor" and no such number has been issued)financing statement or security agreement is now on file at any public office, such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states except those set forth in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II B attached hereto. (d) No CopyrightsThe Debtors shall not directly or indirectly create or permit to remain, Patents and shall promptly discharge, any mortgage, lien, encumbrance or Trademarks listed on Schedules IIIcharge on, IV and Vpledge of, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and security interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liens, charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice conditional sale or knowledge of any suits or actions commenced or threatened other title retention agreement with reference respect to the CopyrightsCollateral or any part thereof (including, Patents without limitation, any lien, encumbrance or Trademarks owned charge arising by itoperation of law) other than this Agreement, those set forth on Schedule B attached hereto and those permitted by the Credit Agreement. (e) Each Debtor agrees to deliver The Debtors will defend the Collateral against all claims and demands of all persons at any time claiming an interest therein adverse to the Secured Party an updated Schedule I, II, III, IV and/or V within five (5) Business Days of any change theretoParty. (f) All depositary The Debtors will join with the Secured Party, at the Secured Party's request, in executing such documents, in such form and other accounts at such time, as the Secured Party deems necessary or advisable, to maintain, perfect and continue the effectiveness of the security interest granted hereby, including, without limitationbut not limited to, Deposit Accountsexecuting, securities accountsrefiling and rerecording any such financing statements as may be requested by the Secured Party and any and all documents, brokerage accounts instruments and filings that may be necessary or advisable to grant and perfect a security interest or other similar accountslien in Collateral which is located outside of the United States of America, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account as Collateral located at the Debtors' facilities in Puerto Rico and the Dominican Republic. The Debtors hereby irrevocably appoint the Secured Party and the Secured Party's designees as the Debtors' true and lawful attorney-in-fact with power to sign the name of the Debtor maintaining Debtors on any such account, the name, address documents. The Debtors ratify and telephone and telecopy numbers approve all acts of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts, securities accounts, brokerage accounts or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of and its intention to open any such new accountsdesignees as attorney-in-fact. Each Debtor shall deliver to The Secured Party a revised version or its designees as attorney-in-fact will not be liable for any acts or omissions, or for any error or judgment or mistake of Schedule VI showing fact or law, except for bad faith. The Debtors shall pay all reasonable costs and expenses in connection with any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account foregoing, including the cost of all filings made pursuant to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party. In addition, all of such Debtor’s depositary, security, brokerage and other accounts including, without limitation, Deposit Accounts shall be subject to the provisions of Section 4.5 hereofthis subsection. (g) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any)The Debtors shall promptly perform all of its covenants and duties under this Agreement, the Notes, the Credit Agreement and all other Facility Documents. (h) Such Debtor does The Debtors shall not have any interest sell, transfer, assign or otherwise dispose of the Collateral, except in real property with respect to real property except the ordinary course of business and as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party a revised version provided herein, without the prior written consent of Schedule VIII showing any changes thereto within ten (10) Business Days of any such change. Except as otherwise agreed to by the Secured Party, all such interests in real property with respect to such real property are subject to a mortgage and deed of trust (in form and substance satisfactory to the Secured Party) in favor of the Secured Party (hereinafter, a “Mortgage”). (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements warrants that such Debtor, using prudent customs and practices in its chief executive office is at the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal lawaddress shown above. (j) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.

Representations, Warranties and Covenants of the Debtors. Each Debtor represents and warrants to, and covenants with, the Collateral Agent and each Secured Party as follows: (a) Such Subject to the Permitted Liens, such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than a Permitted Indebtedness Lien exists or will exist upon such Collateral at any timeCollateral. (b) This Agreement is effective to create in favor of the Secured Party Collateral Agent a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the CollateralCollateral pursuant to which a security interest may be perfected by the following actions, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached heretoU.S. , or (ii) each Deposit Account, the execution and delivery of the DACA (iii) filings as defined in the United States Patent and Trademark Office, Purchase Agreement) with the depository or United States Copyright Office other institution with respect to Collateral that is Patents and Trademarks, or Copyrights, which the DACA Account (as the case may be, (iv) the filing of the Mortgages defined in the jurisdictions listed on Schedule I hereto, (vPurchase Agreement) the delivery to the Secured Party of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, and (v) delivery to the Secured Party or its Representative, of Instruments duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor with respect to Instruments not constituting Chattel Paperare maintained, such security interest will be a duly perfected first priority perfected security interest (subject to Permitted Indebtedness) in all of the Collateralsuch Collateral in which such a security interest may be perfected. (c) All of the Equipment, Inventory and Goods owned by such Debtor are located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable, of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto. (d) No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by such Debtor, free and clear of any liens, charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sxx third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice or knowledge of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks owned by it. (e) Each Debtor agrees to deliver to the Secured Party Collateral Agent an updated Schedule I, II, III, IV and/or V I within five (5) Business Trading Days of any change thereto. (f) All depositary and other accounts including, without limitation, Deposit Accounts, securities accounts, brokerage accounts and other similar accounts, maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officerthereto which, if anyomitted, would make such Schedules materially misleading, taken as a whole. Notwithstanding anything to the contrary in this Agreement, for the avoidance of such account. No Debtor shall open doubt, any new Deposit Accounts, securities accounts, brokerage accounts representation or other accounts unless such Debtor shall have given the Secured Party ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information warranty made by Debtors with respect to such account as Secured Party from time to time reasonably may requestSchedules during such five Trading Day period shall be deemed true and correct, and each Debtor hereby consents any covenant of the Debtors with respect to such information being provided to Secured Party. In addition, all Schedules during such five Trading Day period shall be deemed complied with until the earlier of (a) the expiration of such Debtor’s depositary, security, brokerage five Trading Day period and other accounts including, without limitation, Deposit Accounts shall be subject to (b) the provisions delivery of Section 4.5 hereofsuch updated Schedule(s). (gd) Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto (if any). (h) Such Debtor does not have any interest in real property with respect to real property except as disclosed on Schedule VIII (if any). Each Debtor shall deliver to Secured Party a revised version of Schedule VIII showing any changes thereto within ten (10) Business Days of any such change. Except as otherwise agreed to by the Secured Party, all such interests in real property with respect to such real property are subject to a mortgage and deed of trust (in form and substance satisfactory to the Secured Party) in favor of the Secured Party (hereinafter, a “Mortgage”)date hereof. (i) Each Debtor shall duly and properly record each interest in real property held by such Debtor except with respect to easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that such Debtor, using prudent customs and practices in the industry in which it operates, does not believe are of material value or material to the operation of such Debtor’s business or, with respect to state and federal rights of way, are not capable of being recorded as a matter of state and federal law. (j) All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute is described on Schedule IX hereto.