Common use of General Representations and Warranties Clause in Contracts

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Each Loan Party hereby jointly and severally represents and warrants that: to Agent and Lenders that (a) The Lien Grantor is the execution, delivery and performance of this Agreement and any other Loan Documents executed and delivered in connection herewith have been duly organizedauthorized by all requisite organizational action on the part of such Loan Party and will not violate the constituent organizational documents of such Loan Party, validly existing and in good standing under contravene any contractual restriction, any law, rule or regulation or court or administrative decree or order binding on or affecting such Loan Party or result in, or require the laws creation or imposition of, any Lien, security interest or encumbrance on any of the jurisdiction identified as its jurisdiction properties of organization in its Perfection Certificate. such Loan Party; (b) The Lien Grantor has good this Agreement and marketable title to all its Collateral (any other Loan Documents executed and delivered in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligation of each Loan Party, enforceable in accordance with their respective terms, subject to exceptions that areapplicable bankruptcy, in the aggregateinsolvency, not material)reorganization, free moratorium or other laws affecting creditors’ rights generally and clear subject to general principles of any Lien other than Permitted Liens. equity; (c) The Lien Grantor has not performed any acts that would prevent subject to the Collateral Agent from enforcing any existence of the provisions Existing Defaults, the representations and warranties contained in the Credit Agreement and other Loan Document are true and correct on and as of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part date hereof and on and as of the Collateral owned by date of execution hereof, as though made on and as of each such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateraldate, except financing statementsin cases where the representation and warranty specifically references an earlier date; (d) except for the Existing Defaults, mortgages no Default or other similar or equivalent Event of Default under the Credit Agreement has occurred and is continuing; (e) no Loan Party has amended its constituent organizational documents with respect to Permitted Liens. After after the Effective Date; provided that, no Collateral owned by such Lien Grantor will be in Parent may amend its Bylaws after the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor date hereof so long as (i) have been validly created, Parent provides Agent and Lenders with a copy of any such proposed amendment at least five (5) Business Days prior to the effective date of such amendment and (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate amendment is not materially adverse to the Collateral Agent. The information set forth therein is correct and complete as interests of the Effective Date. After the Effective Date, the Collateral Agent or any Lender (it being agreed that without limiting the Administrative Agent may obtainforegoing, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at any amendment that would otherwise cause an Event of Default shall be deemed materially adverse to such filing office to perfect the Transaction Liens on the Collateral. interests); (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official each Existing Default which has occurred is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. continuing; (g) The Lien Grantor has taken, and will continue Lenders have no obligation to take, all actions necessary under the UCC make additional Loans or to perfect its interest in extend any Receivables purchased other financial accommodations to Loan Parties (or otherwise acquired by it, as against its assignors and creditors any of its assignors. them); (h) The Lien Grantor’s Collateral is insured as required by absent the Credit effectiveness of this Agreement. , and subject to the compliance with the terms and conditions of the Loan Documents, the Intercreditor Agreement, and applicable law, Agent and Lenders are entitled to exercise immediately their respective rights and remedies under the Loan Documents, including, but not limited to, the right to accelerate the maturity of the Obligations and to the repossession and sale of the Collateral; and (i) Any Inventory produced by the Lien Grantor has or will have been produced recitals in compliance with the applicable requirements of the Fair Labor Standards Act, as amendedthis Agreement are true and correct in all respects.

General Representations and Warranties. The Each Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Such Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Such Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Datedate hereof, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date date hereof (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein with respect to such Lien Grantor is correct and complete as of the Effective Datedate hereof. After the Effective Datedate hereof, the Collateral Agent or the Administrative Agent may obtain, at the applicable Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the such Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Each Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Each Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the any Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Company represents and warrants that: to Collateral Agent and the Investors purchasing Notes on or after the Effective Date that (a) The Lien Grantor Company is duly organized, validly existing and in good standing under the laws owner of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that areor, in the aggregatecase of after-acquired Collateral, not material)at the time Company acquires rights in the Collateral, free will be the owner thereof) and clear that no other Person has (or, in the case of after-acquired Collateral, at the time Company acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens. ; and (cb) The Lien Grantor has not performed any acts that would prevent upon the filing of UCC-1 financing statements (“Financing Statement”) with the Secretaries of State of the State of California and the State of Delaware, Collateral Agent from enforcing any of the provisions of the Security Documents has (or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control case of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtainafter-acquired Collateral, at the Lien Grantor’s expensetime Company acquires rights therein, will have) a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute first priority perfected security interests interest in the Collateral owned by the Lien Grantor to the extent that a security interest therein may in the Collateral can be perfected by filing pursuant to the UCCsuch filing, prior to all except for Permitted Liens and rights any Liens in favor of others therein except Permitted Liensthe Convertible Debt Lenders. With respect to The filing of the Financing Statement’s as described above shall perfect Collateral Agent’s Lien Grantor on the Company’s issued patents and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection the Company’s registered trademarks. Company hereby advises Collateral Agent that a bona fide purchaser for value who has recorded an assignment with the execution United States Patent and Trademark Office (“USPTO”) may defeat the earlier security interest of a secured party in an issued patent or delivery a registered trademark that only files a UCC-1 in the appropriate offices and that does not record such Lien with the USPTO. Company hereby advises Collateral agent that a security interest in money and a security interest in a deposit account may only be perfected by control, and not by the filing of a Financing Statement. The filing of the Security Documents or is necessary for Financing Statements as provided above will perfect Collateral Agent’s security interests in the validity or enforceability thereof or for the perfection stock and membership interests of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest RBT’s subsidiaries organized in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignorsState in the United States. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the ARCA Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the ARCA Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) other Liens permitted under Section 6.01(b) or Section 6.01(n) of the Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents, the Term Loan Documents and the documents governing Indebtedness that is secured by a Lien on such Pledged Equity Interests that is permitted under Section 6.01(b) or Section 6.01(n) of the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the ARCA Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the ARCA Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (eh) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the ARCA Effective Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the ARCA Effective Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or as “all personal property” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections ‎4(a) and ‎6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Lien Grantor Pledged leasehold interests and its Collateral(iv) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection of) its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hl) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (im) Any All of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor (a) is duly organizedorganized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction identified of its organization or formation, (b) has the requisite power and authority to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its jurisdiction ownership, lease or operation of organization Property or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in its Perfection Certificatethe aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Applicable Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The With respect to each Original Grantor, Schedule 1 lists all Equity Interests owned by such Grantor as of the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded Equity Interests and Securities evidencing Equity Interests in Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens and (ii) any liens imposed by law. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Collateral Liens. (cg) The Lien Such Grantor has not performed any acts that would are reasonably likely to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Collateral Lien. (dh) The Transaction Liens on all Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Obligations, including the Obligations under its Secured ObligationsGuarantee, as the case may be. (ei) The Lien Such Grantor has delivered a Perfection Certificate to the Collateral Agent. The With respect to each Original Grantor, information set forth therein is correct and complete complete, in all material respects, as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent as “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Collateral Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of deposit accounts) or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant Liens. Notwithstanding anything herein to the UCCcontrary, no Grantor shall take any action to perfect any security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America. (gk) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors, except with respect to actions not required to be taken until a specified period after the Closing Date. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Borrower represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor It has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien other than Permitted Liens. (cb) The Lien Grantor It has not performed any acts that would reasonably be likely to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Credit Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor the Borrower will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dc) The Transaction Liens on all Collateral owned by the Lien Grantor Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (ed) The Lien Grantor It has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete in all material respects as of the Effective Closing Date. After the Effective Date, . (e) When UCC financing statements describing the Collateral Agent as “all personal property” or “all assets” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor Borrower to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Lienstherein. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Such Lien Grantor has not performed any acts that would prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (x) financing statements with respect to which duly executed termination statements shall have been delivered to the Administrative Agent not later than the Effective Date and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The When UCC financing statements describing the Collateral as set forth in such Lien Grantor’s Perfection Certificate have been filed in the offices specified in the Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Such Lien Grantor’s Collateral is insured as to the extent required by the Credit Agreement. (i) Any Inventory produced by the such Lien Grantor in the United States has or will have been produced in compliance compliance, in all material respects, with the applicable requirements of the Fair Labor Standards Act, as amended. (j) Other than a Restricted Account, there is no deposit account owned by such Lien Grantor into which any collections or other payments or proceeds in respect of Collateral are to be deposited.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor (a) is duly organizedorganized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction identified of its organization or formation, (b) has the requisite power and authority to own and operate its properties, to lease the properties it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its jurisdiction ownership, lease or operation of organization properties or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in its Perfection Certificatethe aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all applicable laws, rules and regulations, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The With respect to each Original Grantor, Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates of such Grantor owned by such Grantor as of the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded Equity Interests and Securities evidencing Equity Interests in Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens, (ii) any Liens permitted by the ABL Facility and any other Permitted First Lien Debt and (iii) any liens imposed by law. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Collateral Liens. (cg) The Lien Such Grantor has not performed any acts that would are reasonably likely to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Collateral Lien. (dh) The Transaction Liens on all Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Obligations, including the Obligations under its Secured ObligationsGuarantee, as the case may be. (ei) The Lien Such Grantor has delivered a Perfection Certificate to the Collateral Agent. The With respect to each Original Grantor, information set forth therein is correct and complete complete, in all material respects, as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent as “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Collateral Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of deposit accounts) or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant Liens. Notwithstanding anything herein to the UCCcontrary, no Grantor shall take any action to perfect any security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America. (gk) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors, except with respect to actions not required to taken until a specified period after the Closing Date. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor (a) is duly organizedorganized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction identified of its organization or formation, (b) has the requisite power and authority to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its jurisdiction ownership, lease or operation of organization Property or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in its Perfection Certificatethe aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Applicable Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The With respect to each Original Grantor, Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates of such Grantor owned by such Grantor as of the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except for Excluded Equity Interests and Securities evidencing Equity Interests in Subsidiaries and Affiliates of such Grantor) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $250,000 in the aggregate) to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) As of the Closing Date, such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) Permitted Collateral Liens, (ii) any Liens permitted by the Term Loan Facility and any other Permitted First Lien Debt; and (iii) any liens imposed by law. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Collateral Liens. (cg) The Lien Such Grantor has not performed any acts that would are reasonably likely to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Collateral Lien. (dh) The Transaction Liens on all Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Obligations, including the Obligations under its Secured ObligationsGuarantee, as the case may be. (ei) The Lien Such Grantor has delivered a Perfection Certificate to the Collateral Agent. The With respect to each Original Grantor, information set forth therein is correct and complete complete, in all material respects, as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent as “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Collateral Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of deposit accounts) or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant Liens. Notwithstanding anything herein to the UCCcontrary, no Grantor shall take any action to perfect any security interest in any part of the Collateral under the laws of any jurisdiction outside of the United States of America. (gk) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors, except with respect to actions not required to be taken until a specified period after the Closing Date. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is a corporation1 duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Except as set forth on the Perfection Certificate of such Lien Grantor, all Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any tax liens, judgment liens and other Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Note Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Except as set forth on the Perfection Certificate of such Lien Grantor, such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (ce) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent Representative from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent Representative in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (df) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (eg) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral AgentRepresentative. The information set forth therein is correct and complete as of the Effective Date. After Within 60 days after the Effective Date, such Lien Grantor will furnish to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, Representative a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fh) The When UCC financing statements describing the Collateral as set forth in Schedule 1 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (gi) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hj) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Note Purchase Agreement. (ik) Any All of such Lien Grantor's Inventory produced by the Lien Grantor has or will have been produced in compliance compliance, in all material respects, with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateorganization. (b) The Lien With respect to each Original Grantor, Schedule 1 lists, as of the Funding Date, a description of the corporate structure of each Original Grantor has good and marketable title its Subsidiaries and any other Person in which each Original Grantor holds an Equity Interest in excess of 10.0% and accurately sets forth, as of the Funding Date, the authorized, issued and outstanding shares of each class of Capital Stock of each Original Grantor and each of its Subsidiaries and the owners of such shares (on a fully-diluted basis). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Funding Date, (i) all its Collateral Securities owned by such Grantor (subject except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $1,000,000) to exceptions that are, which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) Such Grantor owns no Commodity Account in respect of which such Grantor is the aggregate, not material), Commodity Customer. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than Permitted (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) any Liens permitted under Section 7.03(b) of the Credit Agreement. All shares of Capital Stock included in such Pledged Equity Interests (including shares of Capital Stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents and except as permitted under the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (cf) The Lien Such Grantor has (i) legal title to all its Collateral (tangible and intangible, real or personal) owned by it or (ii) a valid leasehold interest in all of its material leased assets, except, in the case of (i) and (ii), for minor defects in title that do not interfere with its ability to conduct its business as currently conducted, and all such assets and property are free and clear of all Liens, except for Permitted Liens. As of the date hereof, Schedule 1 to each IP Security Agreement sets forth a true and accurate list of (i) all United States registrations of and applications for Patents, Trademarks (other than intent-to-use applications), and Copyrights owned by any Grantor that are registered or applied-for in the United States Patent and Trademark Office or United States Copyright Office and (ii) all exclusive Copyright Licenses. Such Grantor owns, or is licensed to use, all Intellectual Property material to the operation of its business, and the conduct thereof, including the use of such Intellectual Property by such Grantor, to the best of such Grantor’s knowledge, does not infringe upon the rights of any other Person. (g) Such Grantor has not performed any acts that would are reasonably likely to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Funding Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Funding Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. (ei) The Lien Grantor has delivered a Perfection Certificate to When the Collateral Agent. The information set forth therein is correct relevant Mortgages have been duly executed and complete as of the Effective Date. After the Effective Datedelivered, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Funding Date will have been validly created and will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (fj) The [Reserved]. (k) When UCC financing statements describing the Personal Property Collateral as “all personal property” have been filed in the appropriate filing offices, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein (except Permitted Liens). With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein (except Permitted Liens). Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gl) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hm) The Lien Such Grantor’s Collateral is insured as required by the Credit Agreement. (in) Any All of such Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance in all material respects with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Borrower represents and warrants thatas follows: 7.1 It (ai) The Lien Grantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction identified of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed could not have a Material Adverse Effect, and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrower has been validly issued and is fully paid and nonassessable. 7.2 Set forth on Schedule 7.2 hereto is a complete and accurate list of all Subsidiaries of the Borrower after giving effect to the Acquisition, showing (as to each such Sub- sidiary) the jurisdiction of organization in its Perfection Certificate. incorporation, the number of shares of each class of capital stock authorized, the number outstanding and the percentage of the outstanding shares of each such class owned (bdirectly or indirectly) The Lien Grantor by the Borrower and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights. All of the outstanding capital stock of each such Subsidiary has good been validly issued and marketable title to is fully paid and nonassessable and all of the shares of such Capital Stock owned by the Borrower and/or one or more of its Collateral (subject to exceptions that are, in the aggregate, not material), Subsidiaries specified on Schedule 7.2 are owned free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by Each such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor Subsidiary (i) have been is a corporation duly organized, validly createdexisting and in good standing under the laws of the jurisdiction of its incorporation, (ii) will attach is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to each item of such Collateral on so qualify or be licensed, except where the Effective Date (orfailure to so qualify or be licensed could not have a Material Adverse Effect, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure has all the Secured Obligationsrequisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (e) 7.3 The Lien Grantor has delivered execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is or is to be a Perfection Certificate to party, and the Collateral Agent. The information set forth therein is correct and complete as consummation of the Effective Date. After Acquisition and the Effective Dateother transactions contemplated hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower's charter or bylaws, (ii) violate any law (including, without limitation, the Collateral Agent Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the Administrative Agent may obtainbreach of, at or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien Grantor’s expenseupon or with respect to any of the properties of the Borrower or any of its Subsidiaries. Neither the Borrower nor any of its Subsidiaries is in violation of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument referred to in the immediately preceding sentence, the violation or breach of which could have a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the CollateralMaterial Adverse Effect. 7.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party, except for those that have been made or obtained, is required for (fi) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCCdue execution, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registrationdelivery, recordation, filing or filing with performance by the Borrower of this Agreement or any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof other Loan Document or for the perfection consummation of the Transaction Liens pursuant to Acquisition or the UCC other transactions contemplated hereby or thereby or (ii) the exercise by the Lender of its rights under the Loan Documents. 7.5 This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 7.6 The Borrower is not engaged in the business of extending credit for the enforcement purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Transaction Liens pursuant Federal Reserve System), and no proceeds of the Loan will be used to purchase or carry any margin stock or to extend credit to others for the UCCpurpose of purchasing or carrying any margin stock. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under 7.7 Neither the UCC to perfect its interest in Borrower nor any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral Subsidiaries is insured an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as required by such terms are defined in the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements Investment Company Act of the Fair Labor Standards Act1940, as amended. Neither the repayment of the Loan by the Borrower nor the consummation of the other transactions contemplated hereby will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. 7.8 There exists no Default or Event of Default under this Agreement and no event occurring and continuing, or resulting from the Acquisition or any other transaction contemplated hereby or thereby or in connection herewith or therewith that constitutes a Default or Event of Default.

General Representations and Warranties. The Lien Grantor represents and warrants thatas follows: (a) The Lien Grantor is duly organizedIt has the unqualified right to enter into this Agreement and to perform its terms and to grant all the rights, validly existing titles and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateinterests granted herein. (b) The Lien No authorization, consent, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any individuals, corporations or other entities ("Persons") is required either (i) for the grant by the Grantor of the Security Interests granted hereby (excluding such licenses which, by their terms, required the consent of the licensor to assign the license but as to which the Grantor represents and warrants such consent has good been made in writing, copies of which have been delivered to the Secured Parties) or for the execution, delivery or performance of this Agreement by the Grantor, or (ii) for the perfection of or the exercise by the Secured Parties, of their rights and marketable title to all its Collateral (subject to exceptions that areremedies hereunder, except for the filing of this Agreement with the Patent and Trademark Office, the Copyright Office and the filings required by the Uniform Commercial Code or the British Columbia Personal Property Security Act of the State or province, respectively, in which the aggregateGrantor maintains its chief executive office, not material)and except to the extent that the exercise of rights and remedies may be limited by any applicable bankruptcy, free and clear insolvency, reorganization, moratorium or similar law affecting creditors' rights generally or by general principles of any Lien other than Permitted Liensequity. (c) The Lien execution, delivery and performance by the Grantor has of this Agreement does not performed and will not contravene any acts that would prevent contractual restriction binding on or affecting the Collateral Agent from enforcing Grantor or any of the provisions its properties that has a reasonable likelihood of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted LienMaterial Adverse Effect. (d) The Transaction Liens on all Collateral owned This Agreement has been duly executed and delivered by the Lien Grantor (i) have been validly createdand is a legal, (ii) will attach valid and binding obligation of the Grantor enforceable against the Grantor in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains or limiting creditors' rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligationsgenerally or by general equity principles. (e) The Lien Grantor has delivered a Perfection Certificate to To the Collateral Agent. The information set forth therein is correct and complete as best of the Effective Date. After the Effective DateGrantor's knowledge, the Collateral Agent does not infringe any rights owned or possessed by any third party. (f) To the Administrative Agent may obtainbest of the Grantor's knowledge, at there are no claims, judgments or settlements to be paid by the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office Grantor or pending claims or litigation relating to perfect the Transaction Liens on the Collateral. (fg) The Transaction Liens constitute perfected security interests Set forth on Schedule IV is a list, which is complete and accurate in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery material respects as of the Security Documents or is date hereof, of Licenses of the Grantor necessary for the validity conduct of its business as currently conducted or enforceability thereof used in the selling or for the perfection marketing of the Transaction Liens pursuant to Grantor's products, including the UCC or for the enforcement expiration date of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignorssuch Licenses. (h) The Lien Each License of the Grantor identified on Schedule IV is validly subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is, to the Grantor’s Collateral 's knowledge, valid and enforceable. No action or proceeding is insured as required by pending or, to the Credit AgreementGrantor's knowledge, threatened seeking to limit, cancel or question the validity of Collateral. (i) Any Inventory produced The Grantor's products have been marked as required by statute with respect to the Lien Collateral. (j) The actions contemplated under or in connection with the Transaction Documents will not impair the legal right of the Grantor to use any of the Collateral. (k) Except as disclosed to the Secured Parties in writing prior to the date of this Agreement, the Grantor has no knowledge of the existence of any right under any patent, trademark, license agreement, trade name, trade secret, know-how, confidential research, development and commercial information, or will have been produced other proprietary information held by any other Person that would preclude the Grantor from publishing, distributing, marketing, selling, or using any product currently made by it, being made for it or sold or used by it, imported by it or exported by it, as the case may be, or to use any processes currently used by it (except, in compliance each case, to the extent that the Grantor has granted an exclusive license to another Person), or materially interfere with the applicable requirements ability of the Fair Labor Standards ActGrantor to carry on its business as currently carried on, as amendedand the Grantor has no knowledge of any claim to the contrary that is likely to be made. (l) The Grantor has used consistent standards of quality in manufacturing, distribution and marketing of each product sold and provision of each service provided under any Trademark.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (eh) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or as “all personal property” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Lien Grantor Pledged leasehold interests and its Collateral(iv) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hl) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (im) Any All of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Borrower hereby represents and warrants to the Lender that: (a) The Lien Grantor correct corporate name of Borrower is set forth in the first paragraph of this Agreement. The Borrower currently conducts business under its correct legal name as set forth in the first paragraph of this Agreement. Except as set forth in Exhibit B attached hereto, Borrower has not changed its corporate name or used any trade or fictitious name in the last (5) five years. The locations listed on Exhibit C constitute all locations at which Borrower’s Inventory and/or Equipment is located and Borrower has exclusive possession and/or control of its Equipment and Inventory. The chief place of business and chief executive office of the Borrower is located at the Borrower’s address specified above in the first paragraph of this Agreement. All records concerning Borrower’s Accounts, General Intangibles and all originals of all chattel paper which evidence any Account or General Intangible of Borrower are located at the Borrower’s address set forth in the first paragraph of this Agreement, and none of the Borrower’s Accounts or General Intangibles is evidenced by a promissory note or other instrument except for such notes and other instruments delivered to Lender; and (b) The Borrower is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction identified as its jurisdiction State of organization Illinois, and is qualified or licensed to do business in its Perfection Certificate.all other countries, states and provinces in which the laws thereof require Borrower to be so qualified and/or licensed; and (bc) The Lien Grantor Borrower has good the full power and marketable title authority to enter into and perform all of its Collateral obligations under this Agreement, and all other Loan Documents; and (subject to exceptions that ared) The execution, delivery and performance by Borrower of this Agreement and all other Loan Documents have been duly authorized by all necessary corporate action and will not violate any provision of law or Borrower’s articles of incorporation or bylaws, or result in the aggregatebreach of or constitute a default or require any consent under, not material)or result in the creation of any lien, charge, or encumbrance upon any property or assets of Borrower (except the security interest of the Lender) pursuant to any indenture or other agreement or instrument to which Borrower is a party or by which Borrower or its property may be bound or affected; and (e) This Agreement is, and each of the other Loan Documents when executed and delivered by Borrower under this Agreement will be, the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms; and (f) The Borrower is the sole lawful owner of the Collateral and has the sole right and lawful authority to deliver this Agreement. The Collateral and every part thereof is, and will hereafter remain, free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent all security interests, liens, attachments, levies, and encumbrances of every kind, nature and description, except the Collateral Agent from enforcing any security interest of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Lender and Permitted Liens. After Borrower will warrant and defend the Effective Date, no Collateral owned by such Lien Grantor will be in against any claims and demands of all Persons at any time claiming the possession same or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate interest therein adverse to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC.Lender; and (g) No financing statement covering the Collateral or any part thereof, is on file in any public office (other than financing statements in favor of Lender and the financing statement evidencing Seller’s subordinate security interest in the Collateral). The Lien Grantor has takensecurity interest in the Collateral granted by Borrower to Lender is valid and enforceable and constitutes a first priority security interest therein. The security interest in the Leased Equipment and Equipment Lease granted by Seller to Lender is valid and enforceable and constitutes a first priority security interest therein. The security interest in the Pledged Stock granted by the Guarantors to Lender is valid and enforceable and constitute a second priority security interest therein (behind the first priority security interest of Seller therein); and (h) No authorization, approval or other action by, and no notice to or filing with, any governmental authority that have not already been taken or made and which are in full force and effect, is required (i) for the grant by the Borrower of the security interest in the Collateral granted hereby; (ii) the execution, delivery or performance of this Agreement by the Borrower; or (iii) for the exercise by the Lender of its rights or remedies hereunder; and (i) Borrower’s use of the proceeds of any advances and readvances by Lender made by Lender to Borrower pursuant to this Agreement are, and will continue to takebe, legal and proper corporate uses (duly authorized by its Board of Directors, if necessary pursuant to applicable corporate law, rule or regulation) and such uses are consistent with all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by itapplicable laws and statutes, as against its assignors in effect as of the date hereof; and (j) The balance sheets and creditors statements of income and retained earnings of Borrower, heretofore furnished to the Lender, and all accompanying financial information heretofore furnished to the Lender, are complete and correct in all material respects and fairly represent the financial condition of Borrower as at the dates of said financial statements and the results of its assignors.operations for the periods ending on said dates. Borrower has no material contingent obligations, liabilities for taxes, long-term leases, or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheets or the notes thereto; and at the present time there are no material unrealized or anticipated losses from current operations. Said financial statements were prepared in accordance with GAAP; and (hk) The Lien GrantorPrior to the closing of the Loans, there has been no material change in the financial condition of Borrower or any Guarantor from that set forth in the Borrower’s Collateral most recent financial statement, and, to the best of Borrower’s knowledge, the financial statements of Guarantors, and the financial information contained therein was true and correct on the date the statements were issued and there has been no material adverse changes as of the closing date of the Loans; and (1) There are no suits or proceedings pending, or to the knowledge of Borrower threatened against or affecting Borrower which, if adversely determined, would have an adverse effect on the financial condition or business of Borrower or its ability to perform its obligations under this Agreement or any of the other Loan Documents, and there are no proceedings by or before any court, governmental commission, board, bureau, or other administrative agency pending or, to the knowledge of Borrower, threatened against Borrower; and (m) Borrower has filed all federal, state and local tax returns required to be filed by it (including, but not limited to, income and payroll tax returns) and other reports, which Borrower is insured as required by the Credit Agreement.law, rule or regulation to file, and all Charges that are due and payable have been paid; and (in) Any Inventory produced by Now and after consummation of the Lien Grantor Loans, Borrower has or will and shall have been produced capital sufficient to carry on its business and transactions and all businesses and transactions in which it is about to engage and is now and shall be solvent and able to pay its debts as they mature, and Borrower now owns and shall own property the fair salable value of which is and shall be greater than the amount required to pay Borrower’s debts. For the purposes of this subsection, the term “fair salable value” shall mean the amount that would be agreed upon between a willing buyer and a willing seller under no compulsion to make the sale, in the sale of the assets and business of the Borrower as a going concern; and (o) Borrower is in compliance with all other statutes, ordinances, governmental rules and regulations to which it is subject, and has not and shall not fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the applicable requirements ownership of its properties or to the conduct of its business, which violation or failure to obtain would adversely affect the business, prospects, profits, properties, condition (financial or otherwise) of the Fair Labor Standards ActBorrower, as amendedor the security interest, liens, or rights of the Lender in the Collateral; and (p) To the best of its knowledge, Borrower has duly complied with, and its businesses, operations, assets, Equipment, property, leaseholds, or other facilities are in compliance with, the provisions of all applicable federal, state, and local environmental, health, and safety laws, codes and ordinances; and (q) To the best of its knowledge, Borrower’s present uses of the Real Property comply with all federal, state and local environmental laws, and regulations; and Borrower has never received any notice of any violations of environmental laws, rules or regulations and no actions have been commenced or threatened for noncompliance. The Borrower shall immediately provide the Lender with any notice received by the Borrower pertaining to any violations of environmental laws, rules or regulations; and (r) Neither the business nor the properties of Borrower are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), materially and adversely affecting such business or properties or the operation of the Borrower; and (s) The Borrower is not a party to any indenture, loan or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate restriction which could have a material adverse effect on the business, properties, assets, operations, or conditions, financial or otherwise, of the Borrower, or the ability of the Borrower to carry out its obligations under this Agreement and the other Loan Documents. The Borrower is not in default in any material respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument (material to its business) to which it is a party. The Borrower has disclosed to the Lender in writing all facts which might materially and adversely affect the business, credit, operations, financial condition or prospects of the Borrower or any Subsidiary or which might materially and adversely affect any material portion of the Borrower’s properties, or the Borrower’s ability to perform its obligations under this Agreement or the other Loan Documents; and (t) The Borrower has satisfied all judgments and is not in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign; and (u) To the best of its knowledge, the Borrower has not used Hazardous Materials on or affecting the Real Property in any manner which violates federal, state or local laws, ordinances, statutes, rules, regulations or judgments governing the use, storage, treatment, handling, manufacture, transportation, or disposal of Hazardous Materials (“Environmental Laws”), and that, to the best of Borrower’s knowledge, no prior owner of the Real Property or any current or prior occupant has used Hazardous Materials on or affecting the Real Property in any manner which violates Environmental Laws. The Borrower covenants and agrees that neither it nor any occupant shall use, introduce or maintain Hazardous Materials on the Real Property in any manner unless done in strict compliance with all Environmental Laws.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateorganization. (b) The Schedule 1 hereto lists, as of the Issue Date, (i) all Pledged Securities owned by such Lien Grantor has and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (c) Such Lien Grantor has, subject to Permitted Liens, good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cd) The Such Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to (i) Permitted LiensLiens and (ii) Liens of lenders under the Company's credit facilities that are being terminated as of the Issue Date. After the Effective Issue Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a holder of a Permitted Lien. (de) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Issue Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations of such Lien Grantor. (ef) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete in all material respects as of the Effective Date. After Issue Date with respect to the Effective Date, Original Lien Grantors. (g) When UCC financing statements describing the Collateral Agent or the Administrative Agent may obtain, at the as set forth in such Lien Grantor’s expense, a file search report from each UCC filing office listed 's Perfection Certificate have been filed in its the offices specified in such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Section 4(a) and 7(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings (including any future filings required pursuant to Sections 4(a) and 7(a)), (iii) filings required to record or perfect Liens on any Collateral subject to certificate title statutes and (vi) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gh) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hi) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. Section 4.05(b) (i"Maintenance of Properties and Insurance") Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amendedIndenture.

General Representations and Warranties. The Lien Grantor represents In addition to and not in limitation of any of the representations and warranties of any Assignor made to the Collateral Agent or any Secured Party, each Assignor represents, warrants thatand covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows: (a) The such Assignor has good and marketable title in fee simple to, or a valid leasehold interest in, or a valid contractual agreement to use, all its material real property, and good title to, or a valid leasehold interest in, or a valid contractual agreement to use, all its other material property, and none of such property is subject to any Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate.except for Permitted Liens; (b) The Lien Grantor this Agreement (together, with respect to the shares of capital stock of Foreign Subsidiaries, such other necessary or advisable pledge agreements or other security agreements or instruments properly executed, delivered, recorded and registered by the holder of such shares under all applicable foreign laws) creates security interests which are enforceable against such Assignor in all Collateral now owned and hereafter acquired by such Assignor and which are, upon filing of all appropriate financing statements, intellectual property filings, railcar filings and, with respect to shares of capital stock in Foreign Subsidiaries, any necessary filings in foreign jurisdictions contemplated hereby and the delivery of the Pledged Securities to the Collateral Agent in accordance with the terms hereof (other than with respect to the shares of capital stock of Foreign Subsidiaries which are not certificated), perfected security interests (other than in the Excluded Foreign or Transportation Assets); (c) such Assignor is the direct and sole legal and equitable owner of any and all Pledged Debt and Pledged Intercompany Notes indicated on Schedule B as being owned by it. Such Assignor has good and marketable title to such Pledged Debt and has all its requisite rights, power, and authority to pledge and deliver such Pledged Debt to the Collateral (subject to exceptions that are, in the aggregate, not material), Agent pursuant hereto. Such Pledged Debt is free and clear of any Lien all Liens, other than Permitted Liens. (c) The Lien Grantor . Such Assignor has not performed amended any acts that would prevent term of or waived any rights under the Pledged Intercompany Notes held by it. The pledge, assignment and delivery of the Pledged Intercompany Notes to or on behalf of the Collateral Agent from enforcing any pursuant to this Agreement creates a valid, continuing, perfected Lien on such Pledged Intercompany Notes in favor of the provisions Collateral Agent, for the benefit of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statementand the Secured Parties, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective subject only to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien.Section 1.2; and (d) The Transaction Liens such Assignor is the record and beneficial owner of each share of the Pledged Stock indicated on all Collateral Schedule C as being owned by it and such Pledged Stock represents the Lien Grantor percentage (ion a fully diluted basis) have been validly created, (ii) will attach to each item of the issued and outstanding capital stock of its issuer as set forth on Schedule C. All of such Collateral on shares of the Effective Date Pledged Stock are duly authorized, validly issued, fully paid and non-assessable (or, if with respect to the Foreign Subsidiaries, to the extent such Lien Grantor first obtains rights thereto on a later dateconcepts are applicable under the laws under which such Subsidiaries are organized). Such Assignor has good and marketable title to such Pledged Stock and has all requisite rights, on power, and authority to pledge and deliver such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate Pledged Stock to the Collateral AgentAgent pursuant hereto (or, with respect to the shares of capital stock of any Foreign Subsidiaries that are not certificated, to execute, deliver, record and register any and all pledges or charges on such shares which are necessary or advisable to create a first priority perfected security interest in such shares). Such Pledged Stock is free and clear of all Liens, options, warrants, puts, calls, or other rights of third persons, other than Permitted Liens. The information set forth therein is correct pledge, assignment and complete as delivery of the Effective Date. After the Effective Date, such Pledged Stock to or on behalf of the Collateral Agent pursuant to this Agreement creates valid, continuing, perfected Liens on such Pledged Stock in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, subject only to Section 1.2. Each Assignor indicated on Schedule C as owning shares in a Foreign Subsidiary has executed and delivered and will promptly following the date hereof record and register, any and all pledges, charges and other instruments necessary to create valid, continuing, perfected Liens (or the Administrative Agent may obtain, at equivalent rights under the Lien Grantor’s expense, a file search report from each UCC filing office listed applicable laws of the relevant foreign jurisdictions) on such Pledged Stock in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in favor of the Collateral owned by Agent, for the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery benefit of the Security Documents or is necessary for Collateral Agent and the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant Secured Parties, subject to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCSection 1.2. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The With respect to each Grantor, Schedule 1 lists all Equity Interests in subsidiaries and Affiliates owned by such Grantor as of the Restatement Effective Date. Such Grantor holds all such Equity Interests directly (i.e., not through a subsidiary, a Securities Intermediary or any other Person) and in the amounts as specified on Schedule 1. (c) [Reserved]. (d) [Reserved]. (e) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor has good owns a Security Entitlement) have been duly authorized and marketable title validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (f) Such Grantor owns all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien other than Permitted Liens. (cg) The Lien Such Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted LiensLiens or as otherwise consented to by the Collateral Agent (such consent not to be unreasonably withheld or delayed). After the Effective DateRestatement Effective, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Restatement Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Guarantee, as the case may be. (ei) The Lien Such Grantor has delivered a Perfection Certificate to the Collateral Agent. The With respect to each Grantor, information set forth therein is correct and complete as of the Restatement Effective Date. After Within 30 days after the Restatement Effective Date, such Grantor will furnish to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Personal Property Collateral. (fj) The When UCC financing statements describing the Personal Property Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein (except Permitted Liens). With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein (except Permitted Liens). Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors[Reserved]. (hl) The Lien Such Grantor’s Collateral is insured as required by Section 5.07 of the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor has good as of the Issue Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Issue Date, all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and marketable title Affiliates). (d) Schedule 3 lists, as of the Issue Date, (i) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements, (ii) all its Collateral Commodity Accounts in respect of which such Lien Grantor is the Commodity Customer and (subject to exceptions that are, iii) all Deposit Accounts in the aggregate, not material), name of such Lien Grantor. (e) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except as permitted by the Indenture) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (cf) Such Lien Grantor has good and marketable title to, a right to use, or a valid leasehold interest in, all its Collateral, except for such defects in title or interests as could not, individually or in the aggregate with respect to all Lien Grantors, reasonably be expected to have a Material Adverse Effect. The property of such Lien Grantor is subject to no Liens, other than Permitted Liens. (g) Such Lien Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not No authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Issue Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Issue Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Secured Guarantee, as the case may be. (ei) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Issue Date. After Within 60 days after the Effective Issue Date, such Lien Grantor will furnish (or cause to be furnished) to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fj) The When UCC financing statements describing the Collateral as set forth in the Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens that have priority over the Transaction Liens by operation of law. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 9(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for (i) the Lien Grantor filing of such UCC financing statements and its Collateral(ii) such Intellectual Property Filings, no registration, recordation, recordation or filing with with, and no authorization or approval or other action by, any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant or (except with respect to the UCC or capital stock of any Regulated Subsidiary) for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The If such Lien Grantor is also a Subsidiary Guarantor, in executing and delivering this Agreement (including providing its Secured Guarantee), such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced without reliance on the Collateral Agent or any other Secured Party or any information received from the Collateral Agent or any other Secured Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated by the Lien Grantor has Notes Documents and the Company, the Company’s business, assets, operations, prospects and condition, financial or will have been produced otherwise, and any circumstances which may bear upon such transactions, the Company or the obligations and risks undertaken herein with respect to the Secured Obligations, (ii) adequate means to obtain from the Company on a continuing basis information concerning the Company, (iii) full and complete access to the Notes Documents and any other documents executed in compliance connection with the applicable requirements Notes Documents and (iv) not relied and will not rely upon any representations or warranties of the Fair Labor Standards Act, as amendedCollateral Agent or any other Secured Party not embodied herein or any acts heretofore or hereafter taken by the Collateral Agent or any other Secured Party (including any review by the Collateral Agent or any other Secured Party of the affairs of the Company).

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the ARCA Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the ARCA Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) other Liens permitted under Section 6.01(b) or Section 6.01(m) of the Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents, the Term Loan Documents and the documents governing Indebtedness that is secured by a Lien on such Pledged Equity Interests that is permitted under Section 6.01(b) or Section 6.01(m) of the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the ARCA Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the ARCA Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (eh) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the ARCA Effective Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the ARCA Effective Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or as “all personal property” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Lien Grantor Pledged leasehold interests and its Collateral(iv) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection of) its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hl) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (im) Any All of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateorganization. (b) The Lien With respect to each Original Grantor, Schedule 1 lists, as of the Closing Date, a description of the corporate structure of each Original Grantor has good and marketable title its Subsidiaries and any other Person in which each Original Grantor holds an Equity Interest in excess of 10.0% and accurately sets forth, as of the Closing Date, the authorized, issued and outstanding shares of each class of Capital Stock of each Original Grantor and each of its Subsidiaries and the owners of such shares (on a fully-diluted basis). (c) With respect to each Original Grantor, Schedule 2 lists, as of the Closing Date, (i) all its Collateral Securities owned by such Original Grantor (subject except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts (other than any one or more Securities Accounts comprising Financial Assets of less than $2,000,000) to exceptions that arewhich Financial Assets are credited in respect of which such Original Grantor owns Security Entitlements. (d) With respect to each Original Grantor, Schedule 3 lists, as of the Closing Date, (i) the correct legal name, the jurisdiction of organization and the jurisdictions in which such Original Grantor is qualified to transact business as a foreign corporation and (ii) the aggregate, not material), federal tax identification number of such Original Grantor. (e) Such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (f) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than Permitted (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) any Liens permitted under Section 7.03(b) of the Credit Agreement. All shares of Capital Stock included in such Pledged Equity Interests (including shares of Capital Stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents and except as permitted under the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (cg) The Lien Such Grantor has (i) legal title to all Collateral (tangible and intangible, real or personal) owned by it or (ii) a valid leasehold interest in all of its material leased assets, except, in the case of (i) and (ii), for minor defects in title that do not interfere with its ability to conduct its business as currently conducted, and all such assets and property are free and clear of all Liens, except for Permitted Liens. As of the date hereof, Schedule 1 to each IP Security Agreement sets forth a true and accurate list, as applicable, of (i) all United States issuances, registrations of and applications for Patents, Trademarks, and Copyrights owned by any Grantor that are issued, registered or applied-for in the United States Patent and Trademark Office or United States Copyright Office and (ii) all exclusive Copyright Licenses, in each case other than Excluded Assets. Such Grantor owns, or is licensed to use, all Intellectual Property material to the operation of its business, and the conduct thereof, including the use of such Intellectual Property by such Grantor, to the best of such Grantor’s knowledge, does not infringe upon the rights of any other Person. (h) Such Grantor has not performed any acts that would are reasonably likely to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (di) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. (ej) The Lien Grantor has delivered a Perfection Certificate to When the Collateral Agent. The information set forth therein is correct relevant Mortgages have been duly executed and complete as of the Effective Date. After the Effective Datedelivered, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Closing Date will have been validly created and will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (fk) The [Reserved]. (l) When UCC financing statements describing the Personal Property Collateral as “all personal property” have been filed in the appropriate filing offices, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein (except Permitted Liens). With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein (except Permitted Liens). Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gm) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hn) The Lien Such Grantor’s Collateral is insured as required by the Credit Agreement. (io) Any All of such Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance in all material respects with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Except as set forth on the Perfection Certificate of such Lien Grantor, all Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any tax liens, judgment liens and other Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Note Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Except as set forth on the Perfection Certificate of such Lien Grantor, such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (ce) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent Representative from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent Representative in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (df) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (eg) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral AgentRepresentative. The information set forth therein is correct and complete as of the Effective Date. After Within 60 days after the Effective Date, such Lien Grantor will furnish to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, Representative a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fh) The When UCC financing statements describing the Collateral as set forth in Schedule 1 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (gi) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hj) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Note Purchase Agreement. (ik) Any All of such Lien Grantor's Inventory produced by the Lien Grantor has or will have been produced in compliance compliance, in all material respects, with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Borrower represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor It has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien other than Permitted Liens. (cb) The Lien Grantor It has not performed any acts that would reasonably be likely to prevent the Collateral Agent Lender from enforcing any of the provisions of the Security Credit Documents or that would reasonably be expected to limit the Collateral Agent Lender in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor the Borrower will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dc) The Transaction Liens on all Collateral owned by the Lien Grantor Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (ed) The Lien Grantor It has delivered a Perfection Certificate to the Collateral AgentLender. The information set forth therein is correct and complete in all material respects as of the Effective Closing Date. After the Effective Date, . (e) When UCC financing statements describing the Collateral Agent as “all personal property” or “all assets” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor Borrower to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Lienstherein. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor jointly and severally represents and warrants to the Collateral Agent and the Secured Parties that: (a) The Lien Each Grantor is duly organizedhas good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, validly existing deliver and perform its obligations in good standing under accordance with the laws terms of this Agreement, without the jurisdiction identified as its jurisdiction consent or approval of organization any other Person other (i) than any consent or approval that has been obtained and (ii) consents from the party (other than any Loan Party) to any contract or agreement included in its Perfection Certificatethe Collateral necessary to make the Security Interest in such contract or agreement enforceable against such party. (b) The Lien Grantor has good Each Grantor’s jurisdiction of organization, exact legal name, organizational identification number, if any, and marketable title to all its Collateral (subject to exceptions that arethe location of such Grantor’s chief executive office or sole place of business, in each case as of the aggregatedate hereof, not materialis specified on Schedule 3.01(b), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent from enforcing any based upon such information for filing in each governmental, municipal or other office specified in Schedule 3.01(c), including the Intellectual Property Security Agreements to be executed and recorded in accordance with Section 4.06, are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateraljurisdiction, except financing statements, mortgages or other similar or equivalent documents as provided under applicable law with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control filing of any other Person having a Lien thereon, other than a Permitted Liencontinuation statements. (d) The Transaction Liens on all Collateral owned by the Lien Grantor Security Interest constitutes (i) have been validly createda legal and valid security interest in all the Collateral securing the payment and performance of the Secured Obligations, (ii) will attach subject to each item of such the filings described in Section 3.01(c), a perfected security interest in all Collateral on in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the Effective Date United States (or, if such Lien Grantor first obtains rights thereto on a later date, on such later dateor any political subdivision thereof) and its territories and possessions pursuant to the UCC and (iii) when so attacheda perfected security interest in all Intellectual Property Collateral in which a security interest may be perfected upon the receipt and recording of the applicable Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, will secure all as applicable, within the Secured Obligations. three-month period (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete commencing as of the Effective Date. After the Effective Date, the Collateral Agent date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the Administrative Agent may obtain, at one month period (commencing as of the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office date hereof) pursuant to perfect the Transaction Liens on the Collateral. 17 U.S.C. § 205. The Security Interest is (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may such Security Interest can be perfected by filing filing) and shall be prior to any other Lien on any of the Collateral, other than any nonconsensual Lien that is expressly permitted pursuant to Section 9.2 of the UCC, prior to all Liens Loan Agreement and rights has priority as a matter of others therein except law (“Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC”). (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 2 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Except as set forth on the Perfection Certificate of such Lien Grantor, all Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any tax liens, judgment liens and other Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Note Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Except as set forth on the Perfection Certificate of such Lien Grantor, such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (ce) The Such Lien Grantor has not performed any acts that would prevent the Collateral Agent Secured Party from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent Secured Party in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (df) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (eg) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral AgentSecured Party. The information set forth therein is correct and complete as of the Effective Date. After On the Effective Date, such Lien Grantor shall file the Collateral Agent or necessary UCC financing statements and, as soon as practicable following the Administrative Agent may obtainEffective Date, at make all necessary filings with respect to the intellectual property rights necessary to perfect the Transaction Liens on the Collateral. All filing fees and taxes payable in connection with such filings shall be paid by the Lien Grantor’s expense. As soon as practical after the Effective Date, such Lien Grantor will furnish to the Secured Party a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fh) The When UCC financing statements describing the Collateral as set forth in Schedule 1 to such Lien Grantor's Perfection Certificate have been properly and timely filed in the offices specified in such Perfection Certificate, and the necessary filings are properly and timely made with respect to intellectual property rights, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (gi) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hj) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Transaction Agreement. (ik) Any All of such Lien Grantor's Inventory produced by the Lien Grantor has or will have been produced in compliance compliance, in all material respects, with the applicable requirements of the Fair Labor Standards Act, as amended. (l) All copyright, patent and trademark registrations and applications owned by Company on the date hereof are listed on Exhibit C attached hereto.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is a duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date effective date of this Agreement (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (e) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateraleffective date of this Agreement. (f) The When UCC financing statements describing the Collateral as set forth in such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. On and after the applicable UCC Revision Date, such Lien Grantor will also take, and continue to take, all actions necessary under the UCC to perfect its interest in any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. (i) Any All of such Lien Grantor's Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Original Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Grantor as of the Closing Date. Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. Such Grantor owns no Commodity Account in respect of which such Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Credit Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), and, upon the filing, as applicable, of the UCC-3 termination statements and other notices of termination in connection with (i) Recordable Intellectual Property and (ii) Copyrights, Patents and Trademarks arising under the laws of any jurisdiction other than the United States of America or any State thereof delivered to the Collateral Agent on the Closing Date (the “Release Documents”), free and clear of any Lien other than Permitted Liens. (cf) The Lien Such Grantor has not performed any acts that would might reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any Upon the filing of the Release Documents, no financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is will be on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all of the Obligations or such Grantor’s Secured ObligationsGuarantee, as the case may be. (eh) The Lien When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Closing Date will have been validly created and will secure all of the Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or as “all personal property” and the Administrative Agent may obtain, at Release Documents have been filed in the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements and the Release Documents, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 7(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant , except to the UCCextent that any of the Collateral consists of Patents, Trademarks or Copyrights issued by a jurisdiction other than the United States of America or any state thereof with respect to which perfection of the Transaction Liens cannot be effected in the manner described in clause (i), (ii) or (iii) above. (gk) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hl) The Lien Such Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants thatas follows: (a) The Lien Grantor is duly organizedIt has full power, validly existing legal right and in good standing under lawful authority to enter into this Security Agreement (and any IP Joinder Security Agreement applicable to it) and to perform its terms, including the laws grant of the jurisdiction identified as its jurisdiction of organization in its Perfection CertificateSecurity Interests herein provided for. (b) The Lien No authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body or any other Person is required either (i) for the grant by such Grantor has good of the Security Interests granted hereby, or the collateral assignment hereunder, or for the execution, delivery or performance of this IP Security Agreement (or any IP Joinder Security Agreement applicable to it) by such Grantor, or (ii) for the perfection of or the exercise by the Administrative Agent, on behalf of the Secured Parties, of its rights and marketable title remedies hereunder, except (x) with respect to all its Collateral the Security Interests, the filing of this IP Security Agreement with the Patent and Trademark Office and the Copyright Office, as applicable, and the filings required by the Uniform Commercial Code of the State in which such Grantor is formed, (subject y) with respect to exceptions that arethe consummation of assignment pursuant to Section 4 above, the filing in the aggregatePatent and Trademark Office or the Copyright Office, not material)as applicable, free of the IP Assignments, and clear (z) to the extent that the exercise of rights and remedies may be limited by any Lien other than Permitted Liensapplicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally or by general principles of equity. (c) The Lien Grantor has not performed No action or proceeding is pending or, to such Grantor's knowledge, threatened seeking to limit, cancel or question the validity of any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by It has not granted any release, covenant not to sue, or non-assertion assurance to any third person with respec▇ ▇o any part of the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsCollateral. (e) The Lien actions contemplated under or in connection with the Loan Documents will not impair the legal right of such Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as use any of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in Such Grantor has no knowledge of the Collateral owned existence of any right under any patent, trademark, license agreement, trade name, trade secret, know-how, confidential research, development and commercial information, or other proprietary information held by any other Person that would materially interfere with the Lien ability of such Grantor to the extent that a security interest therein may be perfected by filing pursuant carry on its business as currently carried on, and such Grantor has no knowledge of any claim to the UCC, prior contrary that is likely to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCbe made. (g) The Lien Grantor None of such Grantor's Domestic Subsidiaries (except to the extent that such Subsidiaries are also Grantors hereunder or grantors under any other Security Instrument relating to such property) has taken, and will continue to take, all actions necessary under the UCC to perfect its an ownership interest in any Receivables purchased patents, patent applications, copyrights, copyright applications, trademark, trade name, trade dress, service marks, trademark or otherwise acquired service mark registrations or any applications for trademark or service ▇▇▇k registration or any other intellectual property of a natur▇ ▇▇at would be Collateral hereunder if owned by it, as against its assignors and creditors of its assignorssuch Grantor. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien No claim has been, and such Grantor has no knowledge of any claim that is likely to be made, that the use by such Grantor of any Collateral does or will have been produced in compliance with may violate the applicable requirements rights of the Fair Labor Standards Act, as amendedany Person.

General Representations and Warranties. The As of the Effective Date and (except as to those particular representations and warranties expressly made only as of the Effective Date) as of the date of each Credit Event, each Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all SPV Equity Interests (if any) and all SPV Notes (if any) owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such SPV Equity Interests (if any) and SPV Notes (if any) directly (i.e., not through a Subsidiary or any other Person). (c) All SPV Equity Interests (if any) and all SPV Notes (if any) owned by such Lien Grantor are owned by it free and clear of any Liens other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such SPV Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such SPV Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Financing Documents or the Receivables Documents) which restricts in any manner the rights of any present or future holder of any SPV Equity Interest with respect thereto (d) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (ce) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in the United States or Canada in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (df) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Secured Guarantee, as the case may be. (eg) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, . (h) When UCC financing statements describing the Collateral Agent or the Administrative Agent may obtain, at the as set forth in such Lien Grantor’s expense, a file search report from each UCC filing office listed Perfection Certificate have been filed in its the offices specified in such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (gi) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by itit in a transaction subject to Article 9 of the UCC, as against its assignors and creditors of its assignors. (hj) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (ik) Any Inventory produced by the such Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor has good as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Effective Date, all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and marketable title Affiliates). (d) Schedule 3 lists, as of the Effective Date, (i) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements, (ii) all its Collateral Commodity Accounts in respect of which such Lien Grantor is the Commodity Customer and (subject to exceptions that are, iii) all Deposit Accounts in the aggregate, not material), name of such Lien Grantor. (e) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except as permitted by the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (cf) Such Lien Grantor has good and marketable title to, a right to use, or a valid leasehold interest in, all its Collateral, except for such defects in title or interests as could not, individually or in the aggregate with respect to all Lien Grantors, reasonably be expected to have a Material Adverse Effect. The property of such Lien Grantor is subject to no Liens, other than Liens permitted under Section 7.02 of the Credit Agreement. (g) Such Lien Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not No authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted LiensLiens permitted under Section 7.02 of the Credit Agreement. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted LienLien permitted under Section 7.02 of the Credit Agreement. (dh) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Secured Guarantee, as the case may be. (ei) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After Within 60 days after the Effective Date, such Lien Grantor will furnish (or cause to be furnished) to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fj) The When UCC financing statements describing the Collateral as set forth in the Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens that have priority over the Transaction Liens by operation of law. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 9(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for (i) the Lien Grantor filing of such UCC financing statements and its Collateral(ii) such Intellectual Property Filings, no registration, recordation, recordation or filing with with, and no authorization or approval or other action by, any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant or (except with respect to the UCC or capital stock of any Regulated Subsidiary) for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The If such Lien Grantor is also a Subsidiary Guarantor, in executing and delivering this Agreement (including providing its Secured Guarantee), such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced without reliance on the Agent or any other Secured Party or any information received from the Agent or any other Secured Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated by the Lien Grantor has Loan Documents and the Company, the Company’s business, assets, operations, prospects and condition, financial or will have been produced otherwise, and any circumstances which may bear upon such transactions, the Company or the obligations and risks undertaken herein with respect to the Secured Obligations, (ii) adequate means to obtain from the Company on a continuing basis information concerning the Company, (iii) full and complete access to the Loan Documents and any other documents executed in compliance connection with the applicable requirements Loan Documents and (iv) not relied and will not rely upon any representations or warranties of the Fair Labor Standards Act, as amendedAgent or any other Secured Party not embodied herein or any acts heretofore or hereafter taken by the Agent or any other Secured Party (including any review by the Agent or any other Secured Party of the affairs of the Company).

General Representations and Warranties. The Lien Grantor In addition to the Obligor's representations made in the other Loan Documents, the Obligor represents and warrants thatto the Lender, which representations and warranties shall survive execution and delivery of this Agreement, as follows: 3(a) All filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by the Obligor to the Lender hereby in respect to the Collateral have been accomplished and the security interest granted to the Lender pursuant to this Agreement in and to the Collateral constitutes a perfected security interest therein superior and prior to the rights of all other Persons therein (aexcept for Liens permitted under the Credit Agreement) and subject to no other Liens (except for Liens permitted under the Credit Agreement), and is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant laws as enacted in any relevant jurisdiction to perfected security interests. 3(b) The Lien Grantor is duly organizedObligor is, validly existing and in good standing as to Collateral acquired by it from time to time after the date hereof the Obligor will be, the owner of all Collateral free from any Lien, security interest, encumbrance or other right, title or interest of any Person (other than Liens permitted under the laws Credit Agreement), and the Obligor shall defend its Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Lender. 3(c) There is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Collateral except for filings and recordings permitted under the Credit Agreement and filings and recordings in favor of the jurisdiction identified Lender created or provided for herein, and so long as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of Liabilities remain unpaid the Security Documents Obligor will not execute or that would reasonably authorize to be expected to limit the Collateral Agent filed in any such enforcement. The Lien Grantor has not authorized or entered into public office any financing statement, security agreement, mortgage statement (or similar or equivalent document statement or instrument covering all of registration under the law of any jurisdiction) or part of statements relating to the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly createdfinancing statements filed or to be filed in respect of and covering the security interests granted hereby by the Obligor, and (ii) will attach financing statements to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required filed in connection with the execution or delivery creation of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary permitted under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. 3(d) The office location(s) of the Obligor set forth on Schedule B attached hereto as the Obligor's principal place of business and chief executive office and all other places of business are true and correct. 3(e) Schedule B attached hereto contains a true and complete listing of all of the locations of all the Collateral. In the case of Inventory, Schedule B also sets forth each Warehouseman (as defined in the Uniform Commercial Code as in effect in the state in which the warehouse owned or operated by such Person is located) that from time to time holds Inventory of the Obligor and the Permitted Inventory Location (as defined herein) at which such Inventory is so held. In the case of such Inventory, the Obligor further represents and warrants that none of the Inventory is subject to a negotiable warehouse receipt (as defined in the Uniform Commercial Code as in effect in the state in which such Inventory is located). 3(f) The Obligor further represents and warrants, as to any Inventory, that all such Inventory, other than Inventory in transit in the normal course of business, is held at a Permitted Inventory Location (as defined herein). "Permitted Inventory Location" is defined herein to mean (i) Any Inventory produced a warehouse or other storage facility owned or leased by the Lien Grantor Obligor, or (ii) a warehouse or other storage facility owned, leased or operated by a Warehouseman from whom the Lender has or will received a warehouse bailment agreement in form and substance satisfactory to the Lender with respect to Inventory there held, and, in either case, in jurisdictions where appropriate UCC financing statements shall have been produced in compliance with liens filed against the applicable requirements Obligor for the benefit of the Fair Labor Standards Act, as amendedLender and the other Lender.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Issue Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Issue Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any other Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Secured Notes Documents and any agreement permitted under the Secured Notes Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Issue Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Issue Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Note Guarantee, as the case may be. (eh) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the Issue Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Note Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Issue Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or as “all personal property” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Lien Grantor Pledged leasehold interests and its Collateral(iv) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection of) its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hl) The Such Lien Grantor’s Collateral is insured as required by the Credit AgreementIndenture. (im) Any All of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien With respect to each Original Grantor, Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Grantor has good as of the Effective Date. (c) With respect to each Original Grantor, Schedule 2 lists, as of the Effective Date, (i) all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and marketable title Affiliates), (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements, and (iii) all its Collateral Commodity Accounts in respect of which such Grantor is the Commodity Customer. (subject d) With respect to exceptions that areeach Original Grantor, Schedule 4 lists, as of the Effective Date, all Material Contracts with Governmental Authorities to which such Original Grantor is a party. (e) With respect to each Original Grantor, Schedule 5 lists, as of the Effective Date, the locations of the Equipment and Inventory (other than any Equipment or Inventory in transit) constituting each item of heavy mobile equipment with a current book value exceeding $1,000,000 included in the Collateral. As of the Effective Date, except for those locations listed on Schedule 5 where (i) mining equipment may be, from time to time, in the aggregatepossession of a third party in order to be repaired or rebuilt or (ii) coal inventory may be, not material)from time to time, stored on a temporary basis prior to being transported to customers, none of the Equipment or Inventory that is included in the Collateral is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the New York UCC) therefor or is otherwise in the possession of any bailee or warehouseman. (f) With respect to each original Grantor, Schedule 7 lists, as of the Effective Date, each Material Contract to which such Original Grantor is party that is a License. (g) All Pledged Equity Interests owned by such Grantor in its Subsidiaries are owned by it free and clear of any Lien other than Permitted (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) Liens permitted under Section 6.02 of the Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents and the Transaction Documents and except as otherwise permitted under the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (ch) The Such Grantor has good and valid title to all its Collateral that is material to its business, except where the failure to have such title or interest does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All the Collateral is free and clear of any Lien other than Liens permitted under Section 6.02 of the Credit Agreement. (i) Such Grantor has not performed any acts that would might prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted LiensLiens permitted under Section 6.02 of the Credit Agreement. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than in connection with a Permitted LienLien permitted under Section 6.02 of the Credit Agreement. (dj) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor on a later date first obtains rights thereto or obtains a consent or removes another applicable restriction on granting a later datesecurity interest thereon, then on such later date) and (iii) when so attached, will secure all the of such Grantor’s Secured Obligations. (ek) The Lien Subject to the limitations set forth therein, when the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Effective Date will have been validly created and will secure all such Grantor’s Secured Obligations. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Liens permitted under Section 6.02 of the Credit Agreement) on such Real Property Collateral. (l) Such Grantor has delivered a Perfection Certificate to the Collateral Administrative Agent. The With respect to each Original Grantor, information set forth therein is correct and complete in all material respects as of the Effective Date. After the Effective Date, . (m) When UCC financing statements describing the Collateral Agent or as “all personal property” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted LiensLiens permitted under Section 6.02 of the Credit Agreement. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 7(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except for Liens permitted under Section 6.02 of the Credit Agreement. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings (iii) the due recordation of the Mortgages and (iv) and notices of the Transactions required under the Mining Permits (including to the Bureau of Alcohol, Tobacco and Firearms) and Environmental Permits regarding a change in control that will be given to the applicable Governmental Authority on or prior to the date by which such notices are due, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gn) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignorsassignors to the same extent as required for the Liens granted on the Closing Date. (ho) The Lien Such Grantor’s Collateral is insured as required by the Credit Agreement. (ip) Any All of such Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable material requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization or formation in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Restricted Subsidiaries owned directly by such Lien Grantor as of the Initial Collateral Date. On the Initial Collateral Date, such Lien Grantor shall take such steps as may be necessary or as may be reasonably requested by the Administrative Agent to cause the Administrative Agent to have Control of all such Equity Interests which constitute Securities, including in the case of uncertificated Equity Interests which constitute Securities by entering into, or causing the relevant Issuer to enter into, an Issuer Control Agreement and, in the case of certificated Equity Interests, by delivering all stock certificates evidencing such Equity Interests (together with duly executed undated stock powers). On any date, the Equity Interests subject to the Transaction Liens constitute all Equity Interests in Restricted Subsidiaries owned directly by such Lien Grantor as of such date. (c) Schedule 2 lists, as of the Initial Collateral Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Restricted Subsidiaries, Unrestricted Subsidiaries and Foreign Subsidiaries) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens, (ii) with respect to any Specified Security, Liens thereon securing a Permitted Specified Security Hedging Transaction with respect to such Specified Security and (iii) any tax liens and judgment liens that are Permitted Liens (the Liens described in clauses (i), (ii) and (iii), collectively, the "Pledged Equity Interests Permitted Liens"). None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person except, with respect to any Pledged Equity Interest consisting of a Specified Security, any agreement entered into in order to consummate a Permitted Specified Security Hedging Transaction with respect to such Specified Security. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto except, with respect to any Pledged Equity Interest consisting of a Specified Security, any agreement entered into in order to consummate a Permitted Specified Security Hedging Transaction with respect to such Specified Security. Each Secured Party acknowledges and agrees that any disposition of Collateral consisting of securities that have not been registered under the Securities Act of 1933, as amended, and as from time to time in effect, and the rules and regulations thereunder (the "Securities Act"), shall be subject to compliance therewith. (e) Such Lien Grantor has good and marketable title to all its Collateral (or, in the case of any Collateral that constitutes an interest in a lease or license, a good leasehold interest in such Collateral) (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After On or after the Effective Initial Collateral Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than pursuant to a Permitted Lien. (dg) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Initial Collateral Date as to each Original Lien Grantor or the date on which it signs and delivers its first Security Agreement Supplement in the case of any other Lien Grantor (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (eh) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, date thereof. (i) When UCC financing statements describing the Collateral Agent or the Administrative Agent may obtain, at the as set forth in such Lien Grantor’s expense, a file search report from each UCC filing office listed 's Perfection Certificate have been filed in its the offices specified in such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing a financing statement pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) the stamping of certificates of title with respect to any motor vehicles and aircrafts, and (iii) such Intellectual Property Filings, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gj) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. On and after the applicable UCC Revision Date, such Lien Grantor will also take, and continue to take, all actions necessary under the UCC to perfect its interest in any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hk) The Such Lien Grantor’s 's Collateral is insured as to the extent required by the Credit Agreement. (il) Any Inventory produced by the Solely if such Lien Grantor has is the Borrower or will have been produced ▇▇▇▇▇▇▇▇ Local Network, Inc., such Lien Grantor is a "Transmitting Utility" (as defined in compliance with the applicable requirements of UCC). If such Lien Grantor is not the Fair Labor Standards ActBorrower or ▇▇▇▇▇▇▇▇ Local Network, Inc., such Lien Grantor is not a "Transmitting Utility" (as amendeddefined in the UCC).

General Representations and Warranties. The Lien Grantor To induce Agent and Lenders -------------------------------------- to enter into this Agreement and to make available the Commitments, Borrower warrants and represents to Agent and warrants Lenders that: (a) The Lien Grantor 8.1.1. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, has the power to own Properties and to transact the business in which it is presently engaged or proposed to be engaged and is duly qualified and in good standing in each jurisdiction identified as in which it presently is, or proposes to be, engaged in business; 8.1.2. The execution, delivery and performance by Borrower of the DIP Financing Documents are within Borrower's corporate power, has been duly authorized by all necessary or proper corporate action and, on the date of initial funding of Revolver Loans hereunder, will be authorized by the Interim Financing Order pursuant to Sections 363 and 364 of the Bankruptcy Code; are not in contravention of any provision of their own organizational documents or bylaws; will not violate any Applicable Law (following entry of the Interim Financing Order); will not conflict with any material contract of Borrower; does not require the consent or approval of any Governmental Authority or any other Person other than the entry by the Court of the Interim Financing Order and thereafter the Final Financing Order; 8.1.3. Each of the DIP Financing Documents has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower, enforceable against each Borrower in accordance with its jurisdiction terms; 8.1.4. Upon entry of organization the Interim Financing Order, and thereafter upon entry of the Final Financing Order, the security interests granted pursuant to the DIP Financing Documents constitute valid, enforceable, perfected and first priority Liens on the Collateral, except to the extent otherwise expressly provided in its Perfection Certificatethe Intercreditor Agreement or the DIP Orders. (b) The Lien Grantor 8.1.5. Borrower has good and marketable title to all its Collateral (subject to exceptions that areno office or place of business, in the aggregatenor does Borrower store any Collateral, not material), free and clear of at any Lien location other than Permitted Liens.those identified in Schedule 7.1.1; (c) The Lien Grantor has 8.1.6. All of Borrower's business, operations and Properties are conducted, maintained and owned in accordance with Applicable Law, including all Environmental Laws, except to the extent that any such noncompliance could not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit have a Material Adverse Effect and except as heretofore described by Borrower in filings with the Collateral Agent SEC; 8.1.7. Borrower has obtained and holds in any such enforcement. The Lien Grantor has not authorized or entered into any financing statementfull force and effect all franchises, security agreementlicenses, mortgage or similar or equivalent document or instrument covering all or part leases, permits, certificates, authorizations and approvals necessary for the operation of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would its business as presently and proposed to be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor constructed to the extent that the failure to obtain same could not reasonably be expected to have a security interest therein may Material Adverse Effect; 8.1.8. Since the Petition Date, no event has occurred that has or could reasonably be perfected expected to have a Material Adverse Effect upon the business, financial condition or operations of Borrower or any of the Collateral; 8.1.9. The federal tax identification number of Borrower is as shown in the Pre-Petition Loan Agreement, and Borrower has filed all federal, state and local tax returns and other reports that it is required by filing pursuant Applicable Law to file and has paid, or made for provision of the payment of, all Taxes upon it, its income and properties as and when such Taxes are due and payable, except to the UCCextent being Properly Contested; 8.1.10. There are no claims for brokerage commissions, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, finders' fees or filing with any governmental body, agency, or official is required investment banking fees in connection with the execution transactions contemplated by this Agreement or delivery any of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC.other DIP Financing Documents; (g) The Lien Grantor has taken8.1.11. Borrower has, and will is in good standing with respect to, all Governmental Approvals which are necessary to continue to take, all actions necessary under the UCC conduct its business as heretofore or proposed to perfect be conducted by it and to own or lease and to operate its interest in any Receivables purchased Properties as now owned or otherwise acquired leased by it, as against its assignors it and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will which if not obtained could reasonably be expected to have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.a Material Adverse Effect;

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (x) financing statements with respect to the security agreement dated as of November 30, 2001 between the Borrower and the Collateral Agent and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no No registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (j) The Existing Receivables SPV Accounts are all of the accounts owned by Receivables SPV. Other than (i) the Existing Receivables SPV Accounts, (ii) the Cash Collateral Account, and (iii) any Blocked Account, there are no accounts owned by the Lien Grantor or Receivables SPV into which any collections or other payments or proceeds in respect of Pledged Receivables may be deposited.

General Representations and Warranties. The (I) Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor that are Pledged pursuant to this Agreement, (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements, and (iii) all Deposit Accounts owned by such Lien Grantor. (c) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cd) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After Within 60 days after the Effective Date, such Lien Grantor will furnish to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (f) The When UCC financing statements describing the Collateral have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral collateral described therein owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens. (II) The Issuer represents and warrants that: (a) The Issuer owns and holds the Pledged Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person) as of the Effective Date. (b) All Pledged Equity Interests owned by the Issuer are owned by it free and clear of any Lien other than (g) the Transaction Liens and (h) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which the Issuer owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. The Issuer is not and will not become a party to or otherwise bound by any agreement (except the Noteholder Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (III) Evergreen Operations represents and warrants that: (a) Evergreen Operations hereby (i) acknowledges the security interest of the Collateral Agent in such Pledged Equity Interest granted by the Issuer hereunder, (ii) confirms that it has not received notice of any other Lien (except Permitted Liens) as of the Effective Date in such Pledged Equity Interests (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity Interests), (iii) agrees that it will comply with the instructions with respect to such Pledged Equity Interests originated by the Collateral Agent without further consent of the Issuer and (iv) otherwise agrees that it will be bound by the terms of this Agreement relating to the Pledged Equity Interests issued by it. (b) Evergreen Operations hereby consents to the extent required by applicable organizational documents to the pledge by the Issuer, pursuant to the UCC. (g) The Lien Grantor has takenterms hereof, of the Pledged Equity Interests, and will continue upon the occurrence and during the continuance of an Event of Default, to take, all actions necessary under the UCC transfer of such Pledged Equity Interests to perfect the Collateral Agent or its interest in any Receivables purchased or otherwise acquired by it, as against its assignors nominee and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by to the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements substitution of the Fair Labor Standards ActCollateral Agent or its nominee as the substituted partner or member in such limited liability company with all rights, as amendedpowers and duties of a limited member.

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such the Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such the Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date and, in respect of its Collateral located in Canada, the date of this Agreement (or, if such the Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC applicable PPSA filing office listed in its Perfection Certificateoffice, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCCPPSA, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC PPSA or for the enforcement of the Transaction Liens pursuant to the UCCPPSA. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC PPSA to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended, or any other applicable Canadian federal, provincial or territorial law dealing with such matters.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (c) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cd) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (de) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligationssuch Lien Grantor’s Transaction Guarantee. (ef) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the Effective Date will have been validly created and will secure such Lien Grantor’s Transaction Guarantee. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (g) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, . (h) When UCC financing statements describing the Collateral Agent or the Administrative Agent may obtain, at the as set forth in Schedule 1 to such Lien Grantor’s expense, a file search report from each UCC filing office listed Perfection Certificate have been filed in its the offices specified in such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for (i) the Lien Grantor filing of such UCC financing statements and its Collateral(ii) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gi) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hj) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (ik) Any All of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor To induce Lenders to make the Loan, Borrower hereby represents and warrants that: to Administrative Agent and Lenders that except as otherwise disclosed to Administrative Agent in writing (a) The Lien Grantor is duly organizedBorrower has complied with any and all Laws and regulations concerning its organization, validly existing existence and the transaction of its business, and has the right and power to own the Property and to develop the Improvements as contemplated in good standing under this Agreement and the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. other Loan Documents; (b) The Lien Grantor has good Borrower is authorized to execute, deliver and marketable title to perform all of its Collateral (subject to exceptions that are, in obligations under the aggregate, not material), free and clear of any Lien other than Permitted Liens. Loan Documents; (c) The Lien Grantor the Loan Documents are valid and binding obligations of Borrower; (d) Borrower is not in violation of any Law, regulation or ordinance, or any order of any court or Tribunal, and no provision of the Loan Documents violates any applicable Law, any covenants or restrictions affecting the Property, any order of any court or Tribunal or any contract or agreement binding on Borrower or the Property; (e) to the extent required by applicable Law, Borrower and Guarantor have filed all necessary tax returns and reports and have paid all taxes and governmental charges thereby shown to be owing; (f) the Land is not part of a larger tract of land owned by Borrower or any of its affiliates or any Guarantor, is not otherwise included under any unity of title or similar covenant with other lands not encumbered by the Mortgage, and constitutes a separate tax lot or lots with a separate tax assessment or assessments for the Land and Improvements, independent of those for any other lands or improvements; (g) the Land and Improvements comply with all Laws and governmental requirements, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (h) the Improvements comply with all legal requirements regarding access and facilities for handicapped or disabled persons; (i) Borrower has not performed directly or indirectly conveyed, assigned or otherwise disposed of or transferred (or agreed to do so) any acts development rights, air rights or other similar rights, privileges or attributes with respect to the Property, including those arising under any zoning or land use ordinance or other Law or governmental requirement; (j) the Financial Statements delivered to Administrative Agent are true, correct, and complete in all material respects, and there has been no event or condition that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would could reasonably be expected to limit have a Material Adverse Effect in Borrower’s or Guarantor’s financial condition from the Collateral Agent financial condition of Borrower or Guarantor (as the case may be) indicated in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering Financial Statements; (k) all or part utility services necessary for operation of the Collateral owned Improvements for their intended purpose are available at the boundaries of the Land, including electric and natural gas facilities, telephone service, water supply, storm and sanitary sewer facilities; (l) except as otherwise provided for in the Loan Documents, Borrower has made no contract or arrangement of any kind the performance of which by such Lien Grantor nor is it aware that the other party thereto would give rise to a lien on the Property; and (m) the current and anticipated use of the Property complies with all applicable zoning ordinances, regulations and restrictive covenants affecting the Land without the existence of any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateralvariance, except financing statementsnon-complying use, mortgages nonconforming use or other similar special exception, all use restrictions of any Tribunal having jurisdiction have been satisfied, and no violation of any Law or equivalent documents regulation exists with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lienthereto. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor has good as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Closing Date, all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and marketable title Affiliates). (d) Schedule 3 lists, as of the Closing Date, (i) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements, (ii) all its Collateral Commodity Accounts in respect of which such Lien Grantor is the Commodity Customer and (subject to exceptions that are, iii) all Deposit Accounts in the aggregate, not material), name of such Lien Grantor. (e) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except as permitted by the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (cf) Such Lien Grantor has good and marketable title to, a right to use, or a valid leasehold interest in, all its Collateral, except for such defects in title or interests as could not, individually or in the aggregate with respect to all Lien Grantors, reasonably be expected to have a Material Adverse Effect. The property of such Lien Grantor is subject to no Liens, other than Permitted Liens. (g) Such Lien Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not No authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Secured Guarantee, as the case may be. (ei) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Closing Date. After Within 60 days after the Effective Closing Date, such Lien Grantor will furnish (or cause to be furnished) to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fj) The When UCC financing statements describing the Collateral as set forth in the Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens that have priority over the Transaction Liens by operation of law. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 9(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for (i) the Lien Grantor filing of such UCC financing statements and its Collateral(ii) such Intellectual Property Filings, no registration, recordation, recordation or filing with with, and no authorization or approval or other action by, any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant or (except with respect to the UCC or capital stock of any Regulated Subsidiary) for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The If such Lien Grantor is also a Subsidiary Guarantor, in executing and delivering this Agreement (including providing its Secured Guarantee), such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced without reliance on the Agent or any other Secured Party or any information received from the Agent or any other Secured Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated by the Lien Grantor has Loan Documents and the Company, the Company’s business, assets, operations, prospects and condition, financial or will have been produced otherwise, and any circumstances which may bear upon such transactions, the Company or the obligations and risks undertaken herein with respect to the Secured Obligations, (ii) adequate means to obtain from the Company on a continuing basis information concerning the Company, (iii) full and complete access to the Loan Documents and any other documents executed in compliance connection with the applicable requirements Loan Documents and (iv) not relied and will not rely upon any representations or warranties of the Fair Labor Standards Act, as amendedAgent or any other Secured Party not embodied herein or any acts heretofore or hereafter taken by the Agent or any other Secured Party (including any review by the Agent or any other Secured Party of the affairs of the Company).

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates directly owned by such Lien Grantor has good as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Effective Date, all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and marketable title Affiliates). (d) Schedule 3 lists, as of the Effective Date, (i) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements, (ii) all its Collateral Commodity Accounts in respect of which such Lien Grantor is the Commodity Customer and (subject to exceptions that are, iii) all Deposit Accounts in the aggregate, not material), name of such Lien Grantor. (e) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except as permitted by the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (cf) Such Lien Grantor has good legal title in fee simple to or rights in and power to transfer, or valid leasehold interests in, all its Collateral, except for such defects in title or interests as could not, individually or in the aggregate with respect to all Lien Grantors, reasonably be expected to have a Material Adverse Effect. The property of such Lien Grantor is subject to no Liens, other than Liens permitted under Section 7.02 of the Credit Agreement. (g) Such Lien Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not No authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted LiensLiens permitted under Section 7.02 of the Credit Agreement. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted LienLien permitted under Section 7.02 of the Credit Agreement. (dh) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (ei) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After Within 60 days after the Effective Date, such Lien Grantor will furnish (or cause to be furnished) to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fj) The When UCC financing statements describing the Collateral as set forth in Schedule 3 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens that have priority over the Transaction Liens by operation of law. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 9(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for (i) the Lien Grantor filing of such UCC financing statements and its Collateral(ii) such Intellectual Property Filings, no registration, recordation, recordation or filing with with, and no authorization or approval or other action by, any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant or (except with respect to the UCC or capital stock of any Regulated Subsidiary) for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. (il) Any Inventory produced by the If such Lien Grantor is also a Subsidiary Guarantor, in executing and delivering this Agreement (including providing its Secured Guarantee), such Lien Grantor has (i) without reliance on the Agent or will have been produced any other Secured Party or any information received from the Agent or any other Secured Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated by the Loan Documents and the Company, the Company's business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Company or the obligations and risks undertaken herein with respect to the Secured Obligations, (ii) adequate means to obtain from the Company on a continuing basis information concerning the Company, (iii) full and complete access to the Loan Documents and any other documents executed in compliance connection with the applicable requirements Loan Documents and (iv) not relied and will not rely upon any representations or warranties of the Fair Labor Standards Act, as amendedAgent or any other Secured Party not embodied herein or any acts heretofore or hereafter taken by the Agent or any other Secured Party (including any review by the Agent or any other Secured Party of the affairs of the Company).

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1.01B of the Credit Agreement lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 1 lists, as of the Effective Date, (i) all Securities directly owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. (d) All Pledged Equity Interests directly owned by such Lien Grantor and issued by any Subsidiary of such Lien Grantor are owned by it free and clear of any Lien other than (i) the Security Interests and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Financing Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest directly owned by such Lien Grantor and issued by any Subsidiary of such Lien Grantor with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not materialexcept Intellectual Property), free and clear of any Lien other than Permitted Liens. To the best of its knowledge, such Lien Grantor has good title or other rights in and to its Intellectual Property, free and clear of any Liens other than Permitted Liens. (cf) The Other than granting Permitted Liens, such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereon, claim thereto or security interest therein (other than a Permitted Lien), except that (A) the Collateral Agent or its designee may have possession of Collateral as contemplated hereby and (B) cash and Temporary Cash Investments may be held in the Collateral Accounts or in any other account to the extent permitted by Section 7.13 of the Credit Agreement. (dg) The Transaction Liens on Security Interests in all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Secured Guarantee, as the case may be. (eh) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The Agent and the information set forth therein is correct and complete as of the Effective Date. After If no changes to the Perfection Certificate delivered in connection with the Existing Security Agreement are necessary, such Perfection Certificate is deemed for purposes of this paragraph to be (i) delivered to the Collateral Agent as of the Effective Date and (ii) dated as of the Effective Date, . (i) When UCC financing statements describing the Collateral Agent or the Administrative Agent may obtain, at the as set forth in an Exhibit to such Lien Grantor’s expense, a file search report from each UCC filing office listed Perfection Certificate have been filed in its the offices specified in such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens Security Interests will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior (except in the case of Intellectual Property) to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 10(a)), the Security Interests will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Lien Grantor Master Lease Agreements and its Collateralany assignment thereof to the Borrower and (iv) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant Security Interests or (except with respect to the UCC or capital stock of any Insurance Subsidiary) for the enforcement of the Transaction Liens pursuant to the UCCSecurity Interests. (gj) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hk) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (l) In executing and delivering this Agreement, such Lien Grantor (other than the Borrower) has (i) Any Inventory produced without reliance on the Collateral Agent or any other Secured Party or any information received from the Collateral Agent or any other Secured Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Secured Obligations; (ii) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower; (iii) full and complete access to the Financing Documents and any other documents executed in connection with the Financing Documents; and (iv) not relied and will not rely upon any representations or warranties of the Collateral Agent or any other Secured Party not embodied herein or any acts heretofore or hereafter taken by the Lien Grantor has Collateral Agent or will have been produced in compliance with any other Secured Party (including but not limited to any review by the applicable requirements Collateral Agent or any other Secured Party of the Fair Labor Standards Act, as amendedaffairs of the Borrower).

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor It (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as Commonwealth of Pennsylvania and (ii) has its jurisdiction of organization in its Perfection Certificatechief executive office located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Warren, Pennsylvania 16365. (b) It owns all of the outstanding Equity Interests in the Pipeline Subsidiary listed on Schedule 1 hereto as of the Issue Date. The Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). Such Equity Interests have been duly authorized and validly issued and are fully paid and non assessable. None of such Equity Interests is subject to any option to purchase or similar right of any Person. The Grantor is not and will not become a party to or otherwise bound by any agreement (except the Indenture Documents and the Collateral Documents) which restricts in any manner the rights of any present or future holder of any such Equity Interest with respect thereto. (c) It has good and marketable valid title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted LiensTransaction Liens and any inchoate tax liens. (cd) The Lien Grantor It has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien the Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Issue Date, no Collateral owned by such Lien the Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (de) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Issue Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (ef) The Lien Grantor has delivered When a Perfection Certificate to UCC financing statement describing the Collateral Agent. The information set forth therein is correct and complete as of has been filed in the Effective Date. After the Effective Dateappropriate office, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents this Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCthis Agreement. (g) The Lien All easements, right-of-ways, permits, leases and similar agreements which are necessary for the Grantor has takenor the Pipeline Subsidiary to use or access the Pipeline are, in all material respects, in favor and for the benefit of, and will continue to takein the name of, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignorsPipeline Subsidiary. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its the Perfection Certificate. (b) The With respect to each Original Grantor, Schedule 9(a) to the Perfection Certificate lists all Equity Interests in direct Wholly Owned Subsidiaries owned by such Grantor as of the Funding Date (other than Equity Interests of any direct Wholly Owned Subsidiary that is dormant, inactive or otherwise immaterial). Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, as of the Funding Date, (i) Schedule 9(b) to the Perfection Certificate lists all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) Schedule 12 to the Perfection Certificate lists all Securities Accounts to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Except for restrictions and limitations imposed by the Loan Documents, Laws or securities laws generally, or any Permitted Liens, the Collateral is and will continue to be freely transferable and assignable, and none of the Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, materially impair, materially delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien Liens other than Permitted Liens. For purposes of clarification, in the event that any Collateral consisting of Patents now owned or hereafter acquired is successfully challenged, such successful challenge will not constitute a breach of this provision. (cg) The Lien Such Grantor has not performed any acts that would might prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Funding Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly createdgranted, (ii) will attach to each item of such Collateral on the Effective Funding Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. (ei) The Lien When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Funding Date will have been validly created and will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (j) Such Grantor has delivered a counterpart to the Perfection Certificate to the Collateral Administrative Agent. The With respect to each Original Grantor, information set forth in Schedule 1(a) to the Perfection Certificate is correct and complete in all respects, and all other information set forth therein is correct and complete in all material aspects as of the Effective Funding Date. After the Effective Date; provided that any such information that is qualified as to “materiality”, the Collateral Agent “Material Adverse Effect” or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed similar language is correct and complete in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery respects as of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCFunding Date. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its the Perfection Certificate. (b) The Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Such Lien Grantor has not knowingly performed any acts that would prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to materially limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (x) financing statements with respect to which duly executed termination statements shall have been delivered to the Administrative Agent not later than the Effective Date and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Such Lien Grantor has delivered a counterpart to the Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The When UCC financing statements describing the Collateral as set forth in the Perfection Certificate have been filed in the offices specified in the Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the such Lien Grantor in the United States has or will have been produced in compliance compliance, in all material respects, with the applicable requirements of the Fair Labor Standards Act, as amended. (i) Other than a Restricted Account, there is no deposit account owned by such Lien Grantor into which any collections or other payments or proceeds in respect of Collateral are to be deposited.

General Representations and Warranties. The Lien Each Original Grantor represents and warrants that: (a) The Lien Such Grantor's exact legal name is correctly set forth in Schedule 1 hereto and, except as set forth on Schedule 1, no Grantor has had any other corporate name during the preceding five years. Such Grantor is duly organized, validly existing and and, if applicable in such jurisdiction, in good standing under the laws of the jurisdiction identified as its jurisdiction of organization on Schedule 1. The chief executive office of each Grantor and any other location at which such Grantor maintains, or has maintained during the preceding five years, a chief executive office, is set forth on Schedule 1. Except as set forth on Schedule 1, no Grantor has been a party to any merger, consolidation, stock acquisition or purchase of a substantial portion of the assets of any other Person during the preceding five years. The information set forth in its Perfection CertificateSchedule 1 hereto with respect to such Grantor is true and accurate in all material respects. (b) The Lien Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted LiensEncumbrances. (c) The Lien Such Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Collateral Documents or that would could reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted LienEncumbrances. (d) The Transaction Liens on all Collateral owned by the Lien such Grantor (ig) have been validly created, (iih) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iiii) when so attached, will secure all the Secured ObligationsObligations or such Grantor's Secured Guarantee, as the case may be. (e) The Lien Grantor has delivered a Perfection Certificate to When UCC financing statements describing the Collateral Agent. The information as set forth therein is correct and complete as in Schedule 2 hereto have been filed in each Domestic Grantor's jurisdiction of organization identified in Schedule 1 or, in the Effective Date. After case of Hydro Marine Services, in the Effective DateDistrict of Columbia, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted LiensEncumbrances. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents this Agreement or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to on Collateral owned by the UCC Grantors or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s on Collateral is insured as required owned by the Credit AgreementGrantors. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien With respect to each Original Grantor, such Grantor is is, as of the Funding Date, duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien All Pledged Equity Interests of any Subsidiary that are owned by such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), are owned by it free and clear of any Lien other than Permitted (i) the Transaction Liens, (ii) Liens permitted under Section 6.02(c) or 6.02(j) of the Credit Agreement and (iii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not No authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Funding Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonsecurity interest therein, other than a Permitted Lien. (d) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Material Real Property included in the Collateral owned by such Grantor as of the Lien Grantor (i) Funding Date will have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) created and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. When each such Mortgage has been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Material Real Property covered by such Mortgage. (e) The Lien Such Grantor has delivered a Perfection Certificate to the Collateral Agent. The With respect to each Original Grantor, information set forth therein in such Grantor’s Funding Date Perfection Certificate is correct and complete as of the Effective Funding Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The When UCC financing statements describing the Personal Property Collateral as “all personal property” have been filed in the offices specified in the Perfection Certificate referred to in Section 4(e), the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 6(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the initial perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except (x) financing statements with respect to the security agreement dated as of November 30, 2001 between the Borrower and the Collateral Agent and (y) financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s 's expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The When UCC financing statements describing the Collateral as set forth in the Lien Grantor's Perfection Certificate have been filed in the offices specified in the Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (j) The Existing Receivables SPV Accounts are all of the accounts owned by Receivables SPV. Other than (i) the Existing Receivables SPV Accounts, (ii) the Cash Collateral Account, (iii) any Blocked Account and (iv) the Acquired National Steel Lockbox Accounts, there are no accounts owned by the Lien Grantor or Receivables SPV into which any collections or other payments or proceeds in respect of Pledged Receivables may be deposited.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its the Perfection Certificate. (b) The With respect to each Original Grantor, Schedule 9(a) to the Perfection Certificate lists all Equity Interests in direct Wholly Owned Subsidiaries owned by such Grantor as of the Funding Date (other than Equity Interests of any direct Wholly Owned Subsidiary that is dormant, inactive or otherwise immaterial). Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, as of the Funding Date, (i) Schedule 9(b) to the Perfection Certificate lists all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) Schedule 12 to the Perfection Certificate lists all Securities Accounts to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Except for restrictions and limitations imposed by the Loan Documents, Laws or securities laws generally, or any Permitted Liens, the Collateral is and will continue to be freely transferable and assignable, and none of the Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, materially impair, materially delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien Liens other than Permitted Liens. For purposes of clarification, in the event that any Collateral consisting of Patents now owned or hereafter acquired is successfully challenged, such successful challenge will not constitute a breach of this provision. (cg) The Lien Such Grantor has not performed any acts that would might prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Funding Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly createdgranted, (ii) will attach to each item of such Collateral on the Effective Funding Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. (ei) The Lien When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Funding Date will have been validly created and will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (j) Such Grantor has delivered a counterpart to the Perfection Certificate to the Collateral Administrative Agent. The With respect to each Original Grantor, information set forth in Schedule 1(a) to the Perfection Certificate is correct and complete in all respects, and all other information set forth therein is correct and complete in all material aspects as of the Effective Funding Date. After ; provided that any such information that is qualified as to “materiality”, “Material Adverse Effect” or similar language is correct and complete in all respects as of the Effective Funding Date, . (k) When UCC financing statements describing the Collateral Agent or as “all assets” have been filed in the Administrative Agent may obtain, at offices specified in the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect , to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery extent such Liens have priority by operation of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCClaw. (gl) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hm) The Lien Such Grantor’s Collateral is insured as required by the Credit Agreement. (in) Any All of such Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (o) Other than a Restricted Account, there is no Deposit Account into which any collections or other payments or proceeds in respect of Pledged Inventory of any Borrower or Pledged Receivables of any Borrower are to be deposited. No funds other than ABL Facility Collateral or proceeds thereof will be deposited in any Lockbox Account or the Cash Dominion Account.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its the Perfection Certificate. (b) The With respect to each Original Grantor, Schedule 9(a) to the Perfection Certificate lists all Equity Interests in direct Wholly Owned Subsidiaries owned by such Grantor as of the Issue Date (other than Equity Interests of any direct Wholly Owned Subsidiary that is dormant, inactive or otherwise immaterial). Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, as of the Issue Date, (i) Schedule 9(b) to the Perfection Certificate lists all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) Schedule 12 to the Perfection Certificate lists all Securities Accounts to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Notes Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Except for restrictions and limitations imposed by the Notes Documents, Laws or securities laws generally, or any Permitted Liens, the Collateral is and will continue to be freely transferable and assignable, and none of the Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, materially impair, materially delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien Liens other than Permitted Liens. For purposes of clarification, in the event that any Collateral consisting of Patents now owned or hereafter acquired is successfully challenged, such successful challenge will not constitute a breach of this provision. (cg) The Lien Such Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Issue Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly createdgranted, (ii) will attach to each item of such Collateral on or prior to the Effective Issue Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. (ei) The Lien When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Issue Date will have been validly created and will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (j) Such Grantor has delivered a counterpart to the Perfection Certificate to the Collateral Agent. The With respect to each Original Grantor, information set forth in Schedule 1(a) to the Perfection Certificate is correct and complete in all respects, and all other information set forth therein is correct and complete in all material aspects as of the Effective Issue Date. After ; provided that any such information that is qualified as to “materiality”, “Material Adverse Effect” or similar language is correct and complete in all respects as of the Effective Issue Date, . (k) When UCC financing statements describing the Collateral Agent or as “all assets” have been filed in the Administrative Agent may obtain, at offices specified in the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect , to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery extent such Liens have priority by operation of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCClaw. (gl) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hm) The Lien Such Grantor’s Collateral is insured as required by the Credit AgreementIndenture. (in) Any All of such Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (o) Other than a Restricted Account, there is no Deposit Account into which any collections or other payments or proceeds in respect of Pledged Inventory of any borrower under the ABL Facility or Receivables (as defined in the ABL Credit Agreement) of any borrower under the ABL Facility that have been Pledged are to be deposited. No funds other than ABL Facility Collateral or proceeds thereof will be deposited in any Lockbox Account (as defined in the ABL Credit Agreement) or the Cash Dominion Account (as defined in the ABL Credit Agreement).

General Representations and Warranties. The Lien Grantor Borrower represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor It has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien other than Permitted Liens. (cb) The Lien Grantor It has not performed any acts that would reasonably be likely to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Credit Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor the Borrower will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dc) The Transaction Liens on all Collateral owned by the Lien Grantor Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (ed) The Lien Grantor It has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete in all material respects as of the Effective Closing Date. After the Effective Date, . (e) When UCC financing statements describing the Collateral Agent as “all personal property” or “all assets” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor Borrower to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except other than any Permitted LiensLien. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateon Schedule 2. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in of the aggregate, not material)Equipment, free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or any part of the Collateral owned by such the Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on Security Interests in all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date date hereof (or, if such the Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, attached will secure all of the Lien Grantor's Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to When UCC financing statements describing the Collateral Agent. The information as set forth therein is correct and complete as of Schedule 3 have been filed in the Effective Date. After the Effective Dateoffices specified on Schedule 3, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens Security Interests will constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements which have been filed, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of this Agreement in the Security Documents United States or is necessary for the validity or enforceability thereof in the United States or for the perfection or due recordation of the Transaction Liens pursuant to the UCC Security Interests or for the enforcement of the Transaction Liens pursuant to Security Interests in the UCCUnited States. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (eh) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, . (i) When UCC financing statements describing the Collateral Agent or as "all personal property" have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed applicable offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 8(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for the filing of such UCC financing statements and such Intellectual Property Filings, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gj) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor (a) is duly organizedorganized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction identified of its organization or formation, (b) has the requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged as it is currently conducted, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its jurisdiction ownership, lease or operation of organization property or the conduct of its business requires such qualification except to the extent that the failure to so qualify could not, in its Perfection Certificatethe aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all applicable law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Lien Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Collateral Liens. (c) The Lien Such Grantor has not performed any acts that would are reasonably likely to prevent the Collateral Third Lien Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Third Lien Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Collateral Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Collateral Lien. (d) The Transaction Liens on all Collateral owned by the Lien such Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to When UCC financing statements describing the Collateral Agent. The information set forth therein is correct and complete as of “all assets” or “all personal property now existing or hereinafter acquired” or other words to that effect have been filed in the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Collateral Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Section 5(a)), the Lien Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Collateral Liens. Except for (x) the filing of such UCC financing statements, (y) such Intellectual Property Filings, and (z) additional Intellectual Property Filings that may be necessary to perfect the Transaction Liens with respect to such Grantor’s Patents, Trademarks and Copyrights that do not constitute Recordable Intellectual Property, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection (other than in respect of deposit accounts) or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant Liens. Notwithstanding anything herein to the UCC. (g) The Lien contrary, no Grantor has taken, and will continue to take, all actions necessary under the UCC shall take any action to perfect its any security interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements part of the Fair Labor Standards Act, as amendedCollateral under the laws of any jurisdiction outside of the United States of America.

General Representations and Warranties. The Lien Grantor Buyer represents and warrants that: (ai) The Lien Grantor Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction identified as its jurisdiction State of organization in its Perfection CertificateDelaware. (bii) The Lien Grantor exact corporation name and Identification Number of the Buyer as appears in its certificate of incorporation is as follows: Cygne Designs, Inc. 2046198 (iii) The Buyer has not changed its name since its organization. (iv) The Buyer has not changed its corporate structure in any way within the past five years. (v) The chief executive office of the Buyer is located at the following address: New York ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ New York (vi) The Buyer has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien Security Interest other than any Security Interest permitted by the Secured Party, including without limitation, the Senior Lender Security Interest (“Permitted LiensSecurity Interests”). (cvii) The Lien Grantor Buyer has not performed any acts that would could reasonably be expected to prevent the Collateral Agent Secured Party from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Agent Secured Party in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage mortgage, or similar or equivalent document or instrument covering all or any part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument the Buyer is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien Security Interest on such Collateral, except financing statements, mortgages mortgages, or other similar or equivalent documents with respect to Permitted LiensSecurity Interests. After the Effective DateTime, no Collateral owned by such Lien Grantor the Buyer will be in the possession or under the control of any other Person having a Lien thereonasserting any claim thereto or Security Interest therein, other than a Permitted LienSecurity Interest of a warehouseman, bailee, or agent. (dviii) The Transaction Liens on Security Interests in all Collateral owned by the Lien Grantor Buyer (i) have been validly created, (ii) will attach to each item of such Collateral on at the Effective Date Time (or, if such Lien Grantor the Buyer first obtains rights thereto on a later date, on such later date) ), and (iii) when so attached, attached will secure all of the Secured Obligations. (eix) The Lien Grantor has delivered a Perfection Certificate to When UCC financing statements describing the Collateral Agent. The information set forth therein is correct and complete as have been filed in the Delaware Secretary of State’s Office the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, Security Interest will constitute a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor Buyer to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens Security Interests and rights of others therein except Permitted LiensSecurity Interests. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to the Lien Grantor and its Collateral, no registration, recordation, all or filing with any governmental body, agency, or official is required in connection with the execution or delivery a portion of the Intellectual Property (including any future filings required pursuant to Section 5(a)), the Security Documents or is necessary for the validity or enforceability thereof or for the perfection Interests will constitute perfected security interests in all right, title, and interest of the Transaction Liens pursuant Buyer in such Intellectual Property to the UCC or for the enforcement extent that security interests therein may be perfected by such filings, prior to all Security Interests and rights of the Transaction Liens pursuant to the UCCothers therein except Permitted Security Interests. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is a duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Foreign Subsidiaries and Affiliates owned directly by such Lien Grantor as of the Effective Date. On or within 30 days (or such longer period as the Administrative Agent may approve, such approval not to be unreasonably withheld) after the Effective Date, such Lien Grantor shall take such steps as may be necessary or as may be reasonably requested by the Collateral Agent to cause the Collateral Agent to have Control of all such Equity Interests which constitute Securities. (c) Schedule 2 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any tax liens and judgment liens that are Permitted Liens. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted LiensLiens or other Liens permitted by the Credit Agreement. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) i have been validly created, (ii) will attach to each item of such Collateral on the Effective Date date this Agreement becomes effective as to such Lien Grantor (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (eh) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, date thereof. (i) When UCC financing statements describing the Collateral Agent or the Administrative Agent may obtain, at the as set forth in such Lien Grantor’s expense, a file search report from each UCC filing office listed 's Perfection Certificate have been filed in its the offices specified in such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 8(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements and (ii) such Intellectual Property Filings, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gj) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. On and after the applicable UCC Revision Date, such Lien Grantor will also take, and continue to take, all actions necessary under the UCC to perfect its interest in any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hk) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. (il) Any All of such Lien Grantor's Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Debtor represents and warrants that: (a) The Lien Grantor Debtor is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction identified as its jurisdiction State of organization in its Perfection CertificateDelaware. (b) The Lien Grantor exact corporation name and Identification Number of the Debtor as appears in its certificate of incorporation is as follows: CORPORATE NAME IDENTIFICATION NUMBER Interplay Entertainment Corp. ▇▇-▇▇▇▇▇▇▇ (c) The Debtor has not changed its name since its organization. (d) The Debtor has not changed its corporate structure in any way within the past five years. (e) The chief executive office of the Debtor is located at the following address: COUNTY MAILING ADDRESS STATE Los Angeles Interplay Entertainment Corp. California ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Irvine, California 92606 (f) The Debtor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien Security Interest other than Permitted Liensany Security Interest permitted by the Secured Party, including without limitation, the Vivendi Security Interest ("PERMITTED SECURITY INTERESTS"). (cg) The Lien Grantor Debtor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent Secured Party from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Agent Secured Party in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage mortgage, or similar or equivalent document or instrument covering all or any part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument the Debtor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien Security Interest on such Collateral, except financing statements, mortgages mortgages, or other similar or equivalent documents with respect to Permitted LiensSecurity Interests. After the Effective DateTime, no Collateral owned by such Lien Grantor the Debtor will be in the possession or under the control of any other Person having a Lien thereonasserting any claim thereto or Security Interest therein, other than a Permitted LienSecurity Interest of a warehouseman, bailee, or agent. (dh) The Transaction Liens on Security Interests in all Collateral owned by the Lien Grantor Debtor (i) have been validly created, (ii) will attach to each item of such Collateral on at the Effective Date Time (or, if such Lien Grantor the Debtor first obtains rights thereto on a later date, on such later date) ), and (iii) when so attached, attached will secure all of the Secured Obligations. (ei) The Lien Grantor has delivered a Perfection Certificate to When UCC financing statements describing the Collateral Agent. The information set forth therein is correct and complete as have been filed in the Delaware Secretary of State's Office the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, Security Interest will constitute a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor Debtor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens Security Interests and rights of others therein except Permitted LiensSecurity Interests. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to the Lien Grantor and its Collateral, no registration, recordation, all or filing with any governmental body, agency, or official is required in connection with the execution or delivery a portion of the Debtor's Intellectual Property (including any future filings required pursuant to Section 5(a)), the Security Documents or is necessary for the validity or enforceability thereof or for the perfection Interests will constitute perfected security interests in all right, title, and interest of the Transaction Liens pursuant Debtor in such Intellectual Property to the UCC or for the enforcement extent that security interests therein may be perfected by such filings, prior to all Security Interests and rights of the Transaction Liens pursuant to the UCCothers therein except Permitted Security Interests. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates directly owned by such Lien Grantor has good and marketable title to as of the Effective Date. Such Lien Grantor holds all its Collateral such Equity Interests directly (subject to exceptions that are, in the aggregatei.e., not materialthrough a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Effective Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates), (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements and (iii) all Commodity Accounts in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (ce) Such Lien Grantor has good record and marketable title in fee simple to, or valid leasehold interests in, all its Collateral, except for such defects in title or interests as could not, individually or in the aggregate with respect to all Lien Grantors, reasonably be expected to have a Material Adverse Effect. The property of such Lien Grantor is subject to no Liens, other than Permitted Liens. (f) Such Lien Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor's Secured Guarantee, as the case may be. (eh) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After Within 60 days after the Effective Date, such Lien Grantor will furnish (or cause to be furnished) to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fi) The When UCC financing statements describing the Collateral as set forth in Schedule 3 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor's Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 11(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements and (ii) such Intellectual Property Filings, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant or (except with respect to the UCC or capital stock of any Regulated Subsidiary) for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gj) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hk) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. (il) Any Inventory produced by the If such Lien Grantor is also a Subsidiary Guarantor, in executing and delivering this Agreement (including providing its Secured Guarantee), such Lien Grantor has (i) without reliance on the Agent or will have been produced any other Secured Party or any information received from the Agent or any other Secured Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated by the Loan Documents and the Company, the Company's business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Company or the obligations and risks undertaken herein with respect to the Secured Obligations, (ii) adequate means to obtain from the Company on a continuing basis information concerning the Company, (iii) full and complete access to the Loan Documents and any other documents executed in compliance connection with the applicable requirements Loan Documents and (iv) not relied and will not rely upon any representations or warranties of the Fair Labor Standards Act, as amendedAgent or any other Secured Party not embodied herein or any acts heretofore or hereafter taken by the Agent or any other Secured Party (including any review by the Agent or any other Secured Party of the affairs of the Company).

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateorganization. (b) The Schedule 1 lists all Specified Equity Interests owned by such Lien Grantor has good and marketable title to as of the Effective Date. Such Lien Grantor holds all its Collateral such Equity Interests directly (subject to exceptions that are, in the aggregatei.e., not materialthrough a Subsidiary, a Securities Intermediary or any other Person), . (c) All Specified Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens(i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Specified Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such Specified Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Specified Equity Interest with respect thereto. (cd) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted the Transaction Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (de) The Transaction Liens on all Collateral Specified Equity Interests owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent Obligations or the Administrative Agent may obtain, at the such Lien Grantor’s expenseTransaction Guarantee, a file search report from each UCC filing office listed in its Perfection Certificate, showing as the filing made at such filing office to perfect the Transaction Liens on the Collateralcase may be. (f) The When UCC financing statements describing the Collateral as set forth in Schedule 2 hereto have been filed in the offices specified therein, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCCGrantor, prior to all Liens and rights of others therein except Permitted Lienstherein. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Borrower represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor It has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien other than Permitted Liens. (cb) The Lien Grantor It has not performed any acts that would reasonably be likely to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Credit Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor the Borrower will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dc) The Transaction Liens on all Collateral owned by the Lien Grantor Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (ed) The Lien Grantor It has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete in all material respects as of the Effective Closing Date. After . (e) To its knowledge, all of the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the CollateralPledged Shares have been validly issued and are fully paid and non-assessable. (f) The It and none of its Affiliates are Affiliates of the issuers of any Pledged Shares or Equity Securities into which Convertible Securities may be converted.. (g) When UCC financing statements describing the Collateral as “all personal property” or “all assets” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor Borrower to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Lienstherein. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The (a) Each Original Lien Grantor represents and warrants that: (ai) The Such Lien Grantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (bii) The All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any liens that are Permitted Liens. All shares of capital stock included in such Pledged Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except (x) the Loan Documents and (y) with respect to Pledged Equity Interests of any issuer that is not a Subsidiary of such Lien Grantor, agreements granting rights of first refusal and similar rights to shareholders of such issuer) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (iii) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (civ) The Such Lien Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcementenforcement (it being understood, and the parties hereto having acknowledged pursuant to Section 5, that certain restrictions on such enforcement exist under applicable law). The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (dv) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations purported to be secured by such item of Collateral pursuant to Section 2. (evi) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After Within 60 days after the Effective Date, such Lien Grantor will furnish to the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the its Collateral. (fvii) The When UCC financing statements describing the Collateral as set forth in Schedule 2 to such Lien Grantor's Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the filing of such UCC financing statements, (and, in the case of Transaction Liens granted by QwestDex, (x) the filing of certain intellectual property filings, (y) the due recordation of mortgages and (z) the filing of assignments and notices of assignment with the relevant Governmental Authority regarding government contracts between such Lien Grantor and its Collaterala Governmental Authority), no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or (except as otherwise set forth in Section 5) enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or (except as otherwise set forth in Section 5) for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gb) The In addition to the representations and warranties set forth in subsection (a) above, QwestDex represents and warrants that: (i) As of the Effective Date, such Lien Grantor does not own any Equity Interests in Subsidiaries or Affiliates. (ii) Schedule 1 lists, as of the Effective Date, all Securities owned by such Lien Grantor. (iii) Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in (i) any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors and (ii) any Payment Intangibles or promissory notes purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hiv) The Such Lien Grantor’s 's Collateral is insured as required by the Credit Agreement. (iv) Any All of such Lien Grantor's Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (c) In addition to the representations and warranties set forth in subsection (a) of this Section 3, each of QSC and QwestDex Holdings represents and warrants that: (i) Schedule 2 lists all of the notes or other Instruments evidencing Debt owing to such Lien Grantor as of the Effective Date. (ii) As of the Effective Date, such Lien Grantor has delivered to the Collateral Agent as Collateral hereunder all notes and Instruments evidencing Debt owing to such Lien Grantor.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateorganization. (b) The Schedule 1 lists all Specified Equity Interests owned by such Lien Grantor has good and marketable title to as of the Effective Date. Such Lien Grantor holds all its Collateral such Equity Interests directly (subject to exceptions that are, in the aggregatei.e., not materialthrough a Subsidiary, a Securities Intermediary or any other Person), . (c) All Specified Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens(i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Specified Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such Specified Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Specified Equity Interest with respect thereto. (cd) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted the Transaction Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (de) The Transaction Liens on all Collateral Specified Equity Interests owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent Obligations or the Administrative Agent may obtain, at the such Lien Grantor’s expenseTransaction Guarantee, a file search report from each UCC filing office listed in its Perfection Certificate, showing as the filing made at such filing office to perfect the Transaction Liens on the Collateralcase may be. (f) The When UCC financing statements describing the Collateral as set forth in Schedule 2 hereto have been filed in the offices specified therein, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCCGrantor, prior to all Liens and rights of others therein except Permitted Lienstherein. With respect Except for the filing of such UCC financing statements and the filings referred to the Lien Grantor and its Collateralin Section 3(h), no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, securing the Secured Obligations. Upon the filing of a Form 9 with the Registrar of Companies of Bermuda, which will be made promptly following the execution of this Agreement, the security interest in the Collateral will constitute a security interest in favor of the Secured Parties enforceable against third parties (including creditors of, and any liquidator or administrator appointed with respect to, such Lien Grantor has takenor the Borrower) prior to all Liens and rights of others therein, and will continue to take, all actions necessary except for statutorily preferred claims under the UCC to perfect its interest laws of the Bermuda (“Statutory Claims”), including without limitation claims in any Receivables purchased respect of taxes, assessments or otherwise acquired by itimpositions, certain wages or salaries. No Statutory Claims against the Lien Grantor or the Borrower exist as against its assignors and creditors of its assignorsthe date hereof. (h) The Other than the filings referred to in Section 3(f) and the filing of the Form 9 with the Registrar of Companies of Bermuda, which will be made promptly following the execution of this Agreement and which has been duly executed by the parties thereto, and the execution of an Issuer Control Agreement (in the case of any Collateral in the form of Uncertificated Securities), no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for (i) the grant by such Lien Grantor of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Lien Grantor’s Collateral , or (ii) the maintenance or effectiveness of the security interest created hereunder (including the first priority nature of the Secured Parties’ security interest or its enforceability against third parties). Except as provided in this Section 3(h), no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is insured as required for the exercise by the Credit Secured Parties of their rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement. (i) Any Inventory produced The pledge of Collateral made pursuant to this Agreement is not subject to any restrictions of constitutional documents relating to the Lien Grantors, and to the extent that any consent or approval is required by the manager or board of directors of any Lien Grantor or any other party for the pledge of the Collateral, such consent or approval has been obtained prior to execution of this Agreement. To the extent that any consent or approval is required by or from the board of directors of the Lien Grantor has or will have been produced in compliance with any other party for the applicable requirements transfer of the Fair Labor Standards ActCollateral, (i) with respect to any transfer of the Collateral to the Administrative Agent, the Secured Parties or any affiliate of a Secured Party, such consent or approval has been obtained prior to the execution of this Agreement as amendedprovided in, and subject to the terms of, the Issuer Control Agreement (if any), and (ii) with respect to any transfer of the Collateral to any other person, such consent or approval will be given at the time of such transfer.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (other than (1) Equity Interests in Subsidiaries and Affiliates, (2) Unrestricted Cash and Cash Equivalents, (3) Securities held in a Collateral Securities Account and (4) Securities held in any Securities Account (singly) having an average monthly balance of less than $5,000,000) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements other than any such Securities Account (singly) having an average monthly balance of less than $5,000,000. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Obligations or such Lien Grantor’s Secured ObligationsGuarantee, as the case may be. (eh) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the Closing Date will have been validly created and will secure all the Obligations or such Lien Grantor’s Secured Guarantee, as the case may be. (i) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete in all material respects as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or the Administrative Agent may obtain, at the as set forth in Schedule 6 to such Lien Grantor’s expense, a file search report from each UCC filing office listed Perfection Certificate have been filed in its the offices specified in such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 5(a) and 8), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (il) Any To the knowledge of such Lien Grantor, all of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens, (ii) any inchoate tax liens and (iii) other Liens permitted under Section 6.01(b) or Section 6.01(m) of the Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents, the Term Loan Documents and the documents governing Indebtedness that is secured by a Lien on such Pledged Equity Interests that is permitted under Section 6.01(b) or Section 6.01(m) of the Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (eh) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or as “all personal property” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Lien Grantor Pledged leasehold interests and its Collateral(iv) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection of) its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hl) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (im) Any All of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its the Perfection Certificate. (b) The With respect to each Original Grantor, Schedule 9(a) to the Perfection Certificate lists all Equity Interests in direct Wholly Owned Subsidiaries owned by such Grantor as of the Term Loan Escrow Release Date (other than Equity Interests of any direct Wholly Owned Subsidiary that is dormant, inactive or otherwise immaterial). Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, as of the Term Loan Escrow Release Date, (i) Schedule 9(b) to the Perfection Certificate lists all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) Schedule 12 to the Perfection Certificate lists all Securities Accounts to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Except for restrictions and limitations imposed by the Loan Documents, Laws or securities laws generally, or any Permitted Liens, the Collateral is and will continue to be freely transferable and assignable, and none of the Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, materially impair, materially delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien Liens other than Permitted Liens. For purposes of clarification, in the event that any Collateral consisting of Patents now owned or hereafter acquired is successfully challenged, such successful challenge will not constitute a breach of this provision. (cg) The Lien Such Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Term Loan Escrow Release Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly createdgranted, (ii) will attach to each item of such Collateral on or prior to the Effective Term Loan Escrow Release Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. (ei) The Lien When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Term Loan Escrow Release Date will have been validly created and will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (j) Such Grantor has delivered a counterpart to the Perfection Certificate to the Collateral Agent. The With respect to each Original Grantor, information set forth in Schedule 1(a) to the Perfection Certificate is correct and complete in all respects, and all other information set forth therein is correct and complete in all material aspects as of the Effective Term Loan Escrow Release Date. After ; provided that any such information that is qualified as to “materiality”, “Material Adverse Effect” or similar language is correct and complete in all respects as of the Effective Term Loan Escrow Release Date, . (k) When UCC financing statements describing the Collateral Agent or as “all assets” have been filed in the Administrative Agent may obtain, at offices specified in the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect , to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery extent such Liens have priority by operation of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCClaw. (gl) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hm) The Lien Such Grantor’s Collateral is insured as required by the Credit Agreement. (in) Any All of such Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (o) Other than a Restricted Account, there is no Deposit Account into which any collections or other payments or proceeds in respect of Pledged Inventory of any borrower under the ABL Facility or Receivables (as defined in the ABL Credit Agreement) of any borrower under the ABL Facility that have been Pledged are to be deposited. No funds other than ABL Facility Collateral or proceeds thereof will be deposited in any Lockbox Account (as defined in the ABL Credit Agreement) or the Cash Dominion Account (as defined in the ABL Credit Agreement).

General Representations and Warranties. The Lien Grantor Company represents and warrants that: to Collateral Agent and the Investors that (a) The Lien Grantor Company is duly organized, validly existing and in good standing under the laws owner of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that areor, in the aggregatecase of (i) after-acquired Collateral, not material)at the time Company acquires rights in the Collateral, free or (ii) the Excluded Investment Property, at the time the Excluded Investment Property becomes subject to the security interested granted herein, will be the owner thereof) and clear that no other Person has (or, in the case of (i) after-acquired Collateral, at the time Company acquires rights in the Collateral, or (ii) the Excluded Investment Property, at the time the Excluded Investment Property becomes subject to the security interested granted herein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens. ; (b) this Security Agreement creates a valid security interest in favor of Collateral Agent, for the benefit of Collateral Agent and the Investors, in the Collateral of Company, to the extent a security interest therein can be created under the UCC; (c) The Lien Grantor has not performed any acts that would prevent upon the filing of UCC-1 financing statements in the filing office listed on Attachment 3 hereto, Collateral Agent from enforcing any of the provisions of the Security Documents has (or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control case of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly createdafter-acquired Collateral, at the time Company acquires rights in the Collateral, or (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtainExcluded Investment Property, at the Lien Grantor’s expensetime the Excluded Investment Property becomes subject to the security interested granted herein, will have) a file search report from each UCC filing office listed perfected security interest in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction , prior to all Liens constitute perfected security interests in the Collateral owned by the Lien Grantor other than Permitted Liens, to the extent that a security interest therein may in the Collateral can be perfected by filing pursuant such filing, except for Permitted Liens; (d) with respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by Company, the UCCapplicable depository bank or Securities Intermediary and Collateral Agent of an authenticated agreement granting control in accordance with the UCC to Collateral Agent over such Collateral, Collateral Agent shall have a valid and perfected, security interest in such Collateral, prior to all Liens and rights of others therein except other than Permitted Liens. With respect to ; (e) all Inventory has been (or, in the Lien Grantor and its Collateralcase of hereafter produced Inventory, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (gwill be) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of laws, including the Fair Labor Standards Act, as amended.; and (f) all accounts receivable and payment intangibles are genuine and enforceable against the party obligated to pay the same;

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer. (d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any other Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents and any agreement permitted under the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (cf) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dg) The Transaction Liens on all Personal Property Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Transaction Guarantee, as the case may be. (eh) The When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (i) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Closing Date. After the Effective Date, . (j) When UCC financing statements describing the Collateral Agent or as “all personal property” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Lien Grantor Pledged leasehold interests and its Collateral(iv) the due recordation of the Mortgages, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (gk) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect (and maintain the perfection of) its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hl) The Such Lien Grantor’s Collateral is insured as required by the Credit Loan Agreement. (im) Any All of such Lien Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants thatas follows: (a) The Lien Grantor is duly organized, validly existing It has the unqualified right to enter into this Agreement and in good standing under the laws of the jurisdiction identified as to perform its jurisdiction of organization in its Perfection Certificateterms. (b) The Lien No authorization, consent, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other Person is required either (i) for the grant by such Grantor of the Security Interests granted hereby or for the execution, delivery or performance of this Agreement by such Grantor, or (ii) for the perfection of or the exercise by the Agent, on behalf of the Secured Parties, of its rights and remedies hereunder, except for the filing of this Agreement with the PTO and with the equivalent offices in any foreign jurisdiction with respect to each Patent and Trademark, and the filings required by the Uniform Commercial Code of the State in which such Grantor maintains its chief executive office, and except to the extent that the exercise of rights and remedies may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally or by general principles of equity. (c) Set forth on Schedule IV is a list, which is complete and accurate in all material respects as of the date hereof, of the Licenses of such Grantor necessary for the conduct of its business as currently conducted or utilized and material in such Grantor's operations or materially used in the selling or marketing of such Grantor's products, including the expiration date of such Licenses. (d) Each License of such Grantor identified on Schedule IV is validly subsisting and has good not been adjudged invalid or unenforceable, in whole or in part, and marketable title is, to such Grantor's knowledge, valid and enforceable. (e) It has notified the Agent in writing of all its uses of any Patent, Trademark or Copyright, prior to such Grantor's use, of which such Grantor is aware, which would in the reasonable judgment of such Grantor lead to such item becoming invalid or unenforceable, including prior unauthorized uses by third parties and uses that were not supported by the goodwill of the business connected with such item. (f) It has not granted any release, covenant not to ▇▇▇, or non-assertion assurance to any third person, nor allowed any shop right to arise with respect to any third person, with respect to any part of the Collateral (subject to exceptions that arewould be reasonably likely, in the aggregate, not material), free and clear to be of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCmaterial economic value. (g) The Lien Grantor has taken, and will continue Its products have been marked as required by applicable law with respect to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignorsCollateral. (h) The Lien Grantor’s Collateral is insured as required by actions contemplated under or in connection with the Credit AgreementLoan Documents will not impair the legal right of such Grantor to use any of the Collateral. (i) Any Inventory produced by Except as disclosed to the Lien Lenders in writing prior to the date of this Agreement, such Grantor has no knowledge of the existence of any right under any patent, trademark, license agreement, trade name, trade secret, know-how, confidential research, development and commercial information, or will have been produced other proprietary information held by any other Person that would preclude such Grantor from publishing, distributing, marketing, selling, or using any product currently made by it, being made for it or sold or used by it, imported by it or exported by it, as the case may be, or to use any processes currently used by it (except, in compliance each case, to the extent that such Grantor has granted an exclusive license to another Person), or materially interfere with the applicable requirements ability of such Grantor to carry on its business as currently carried on, and such Grantor has no knowledge of any claim to the Fair Labor Standards Actcontrary that is likely to be made. (j) Such Grantor has used consistent standards of quality in manufacturing, distribution and marketing of each product sold and provision of each service provided under any Collateral, and has taken all steps necessary to ensure that all licensed users of any Collateral use such consistent standards of quality. (k) No Subsidiaries and none of such Grantor's Subsidiaries (except to the extent that such Subsidiaries are also Grantors hereunder) has an ownership interest in any patents, patent applications, copyrights, copyright applications, trademark, trade name, trade dress, service marks, trademark or service ▇▇▇▇ registrations or any applications for trademark or service ▇▇▇▇ registration. (l) No claim has been made (and, as amendedto Collateral with respect to which such Grantor is a licensor, to the knowledge of such Grantor, no claim has been made against the third party licensee), and such Grantor has no knowledge of any claim that is likely to be made, that the use by such Grantor of any Collateral does or may violate the rights of any Person.

General Representations and Warranties. The Lien Grantor Each Original Pledgor represents and warrants that: (a) The Lien Grantor Such Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection CertificateSchedule 1 hereto. (b) The Lien Grantor has good and marketable title to Schedule 1 lists all Equity Interests in Material Subsidiaries or Material Guarantors owned by such Pledgor as of the Issue Date. (c) Such Pledgor owns its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent Encumbrances. All shares of capital stock included in such Pledged Equity Interests have been duly authorized and validly issued and, in the Collateral Agent from enforcing any case of Pledged Equity Interests issued by an entity organized under the laws of a jurisdiction of the provisions United States, are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Except as otherwise permitted in the Security Indenture, such Pledgor is not and will not become a party to or otherwise bound by any agreement (except the Indenture, the Pledge Documents or that would reasonably be expected to limit and the Collateral Agent other Secured Agreements) which restricts in any such enforcement. The Lien Grantor has not authorized manner the rights of any present or entered into future holder of any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents Pledged Equity Interest with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lienthereto. (d) The Transaction Liens granted hereby on all Collateral owned by the Lien Grantor such Pledgor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Issue Date (or, if such Lien Grantor Pledgor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Pledgor's Secured Guarantee, as the case may be. (e) The Lien Grantor has delivered a Perfection Certificate Immediately prior to delivery of the Pledged Equity Interests to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtainsuch Pledgor holds all Pledged Equity Interests owned by it directly (i.e., at the Lien Grantor’s expensenot through a Subsidiary, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. Securities Intermediary (f) The Transaction Liens constitute perfected security interests as defined in the Collateral owned UCC) or any other Person). All Pledged Equity Interests are represented by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCcertificate. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The As of the Effective Date and (except as to those particular representations and warranties expressly made only as of the Effective Date) as of the date of each Credit Event, each Lien Grantor represents and warrants that: (a) The Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Such Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in the United States or Canada in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Lien Grantor’s Secured Guarantee, as the case may be. (e) The Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The When UCC financing statements describing the Collateral as set forth in such Lien Grantor’s Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by the such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by itit in a transaction subject to Article 9 of the UCC, as against its assignors and creditors of its assignors. (h) The Such Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the such Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Borrower represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor It has good and marketable title to all its Collateral (subject to exceptions that are, in of the aggregate, not material)Collateral, free and clear of any Lien other than Permitted Liens. (cb) The Lien Grantor It has not performed any acts that would reasonably be likely to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Credit Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dc) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (ed) The Lien Grantor It has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete in all material respects as of the Effective Closing Date. After the Effective Date, . (e) When UCC financing statements describing the Collateral Agent as “all personal property” or “all assets” have been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed offices specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor Borrower to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except other than any Permitted LiensLien. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statements, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Company represents and warrants that: to Collateral Agent and the Investors that (a) The Lien Grantor Company is duly organized, validly existing and in good standing under the laws owner of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that areor, in the aggregatecase of after-acquired Collateral, not material)at the time Company acquires rights in the Collateral, free will be the owner thereof) and clear that no other Person has (or, in the case of after-acquired Collateral, at the time Company acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens. ; and (cb) The Lien Grantor has not performed any acts that would prevent upon the filing of UCC-1 financing statements (“Financing Statement”) with the Secretaries of State of the State of California and the State of Delaware, Collateral Agent from enforcing any of the provisions of the Security Documents has (or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control case of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtainafter-acquired Collateral, at the Lien Grantor’s expensetime Company acquires rights therein, will have) a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute first priority perfected security interests interest in the Collateral owned by the Lien Grantor to the extent that a security interest therein may in the Collateral can be perfected by filing pursuant to the UCCsuch filing, prior to all Liens and rights of others therein except for Permitted Liens. With respect to The filing of the Financing Statement’s as described above shall perfect Collateral Agent’s Lien Grantor on the Company’s issued patents and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection the Company’s registered trademarks. Company hereby advises Collateral Agent that a bona fide purchaser for value who has recorded an assignment with the execution United States Patent and Trademark Office (“USPTO”) may defeat the earlier security interest of a secured party in an issued patent or delivery a registered trademark that only files a UCC-1 in the appropriate offices and that does not record such Lien with the USPTO. Company hereby advises Collateral agent that a security interest in money and a security interest in a deposit account may only be perfected by control, and not by the filing of a Financing Statement. The filing of the Security Documents or is necessary for Financing Statements as provided above will perfect Collateral Agent’s security interests in the validity or enforceability thereof or for the perfection stock and membership interests of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest NutraCea’s subsidiaries organized in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignorsState in the United States. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor Guarantor represents and warrants to Lender that: : (ai) The Lien Grantor the execution, delivery and performance by Guarantor of this Agreement, any other Loan Document to which Guarantor is a party and any other agreement executed in connection herewith by Guarantor do not and will not violate or conflict with, if Guarantor is a non-natural person, its constituent documents or, if Guarantor is a trust, the trust agreement governing the trust, and, in all cases, with any law, rule, regulation, judgment or order binding on Guarantor or Guarantor’s assets, or any agreement or instrument to which Guarantor is a party or by which Guarantor or Guarantor’s assets are bound; (ii) this Agreement, any other Loan Document to which Guarantor is a party and any other agreement executed in connection herewith by Guarantor have been duly organizedauthorized and executed by Guarantor, validly existing and constitute legal, valid and binding obligations of Guarantor, enforceable against Guarantor in good standing under the laws accordance with their respective terms and Guarantor will receive direct or indirect benefits by reason of the jurisdiction identified extension of credit by Lender to Borrower; (iii) no authorization, consent, approval or license from, or filing or registration with, any court, governmental agency, fiscal authority or public office is necessary in connection with the execution, delivery or performance by Guarantor of this Agreement, any other Loan Document to which Guarantor is a party or any other agreement executed in connection herewith by Guarantor, except such as its jurisdiction of organization have been taken or obtained and are in its Perfection Certificate. full force and effect; (biv) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that arethere are no pending or threatened investigations, in the aggregateactions, not material)suits or proceedings against or affecting Guarantor, free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing or if applicable, any of Guarantor’s subsidiaries, before any arbitrator, court, commission, bureau or other governmental agency or instrumentality, which (A) purports to affect the provisions legality, validity or enforceability of this Agreement, any other Loan Document to which Guarantor is a party or the consummation of the Security Documents transactions contemplated hereby or that would (B) could reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record have a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral material adverse effect on the Effective Date financial condition, operations, business, assets or prospects of Guarantor, and if applicable, Guarantor’s subsidiaries; (orv) the financial statements of Guarantor previously delivered to Lender are true, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete and fairly present the financial condition of Guarantor, and if applicable, Guarantor’s subsidiaries, as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests date thereof and there has been no material adverse change in the Collateral owned by financial condition of Guarantor, and if applicable, Guarantor’s subsidiaries, since the Lien Grantor date of the last financial statement of Guarantor delivered to Lender; (vi) Guarantor is, and after giving effect to the extent that a security interest therein may incurrence of all obligations hereunder will be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to takebe, solvent; (vii) the information regarding Guarantor set forth opposite Guarantor’s signature below (“Guarantor Information”) is true, correct and complete on the date hereof; (viii) Guarantor has all actions necessary under right, power and authority to own Guarantor’s property and assets, to transact the UCC business in which Guarantor is engaged and to perfect its interest grant to Lender the guaranty hereunder, and has taken all necessary action to authorize all filings and recordations in connection herewith; (ix) there is no tax, levy, impost, deduction, charge or withholding imposed by Guarantor’s country or any political subdivision thereof on or by virtue of the execution, delivery or enforcement of this Agreement; (x) Guarantor has, independently and without reliance upon Lender and based on such documents and information as Guarantor has deemed appropriate, made Guarantor’s own credit analysis and decision to enter into this Agreement, and Guarantor has established adequate means of obtaining from any other source on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the financial condition, operations, properties and prospects of Borrower and any other relevant party; (xi) no person, including Lender, Borrower, has made any representation to Guarantor as to any matter which may affect or in any Receivables purchased way relate to the financial condition, relationships or transactions of Borrower, or any other person, including the business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Borrower or any such other person; and (xii) Lender is not obligated to notify Guarantor or any other person of any change in the business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Borrower or of any other person, and none of such changes shall release or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements impair any of the Fair Labor Standards Act, as amended.rights of Lender against Guarantor;

General Representations and Warranties. The Each Original Lien Grantor represents and warrants that: (a) The As of the Closing Date, such Original Lien Grantor is duly organized, validly existing and in good standing standing, in each case where such concept exists, under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificateorganization. (b) The Schedule 1 lists all Equity Interests in Subsidiaries pledged by such Original Lien Grantor has good as of the Closing Date and marketable title to identifies whether such Equity Securities are certificated. As of the Closing Date, such Original Lien Grantor holds all its Collateral such Equity Interests directly (subject to exceptions that are, in the aggregatei.e., not materialthrough a Subsidiary or any other Person). (c) As of the Closing Date, all Collateral owned by such Original Lien Grantor is owned by it free and clear of any Lien other than Permitted Liens. As of the Closing Date, all shares of capital stock of Subsidiaries included in such Pledged Equity Interests have been duly authorized and validly issued and are fully paid and, to the extent applicable, non-assessable. As of the Closing Date, none of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (cd) The Such Lien Grantor has not performed any acts that would could reasonably be expected to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Collateral Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No effective financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Original Lien Grantor nor is it aware that any has been authorized by such document or instrument is Grantor on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateralthe Closing Date, except (x) financing statements for which duly authorized proper termination statements have been delivered to the Administrative Agent for filing and (y) financing statements, mortgages fixture filings or other instruments similar or equivalent documents in effect under any applicable Law filed in connection with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (de) The Transaction Liens on all Collateral owned by the such Original Lien Grantor or in which such Original Lien Grantor has rights (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Original Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as Obligations of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the such Original Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The When UCC financing statements describing the Collateral as described herein have been filed in the office of the secretary of state (or the analogous central filing office) of the applicable state of incorporation or organization with respect to such Loan Party, the Transaction Liens of such Loan Party will constitute perfected security interests in the Collateral owned by the such Original Lien Grantor to the extent that a security interest therein may be perfected by the filing of a financing statement pursuant to the UCCUniform Commercial Code as in effect in the applicable jurisdiction, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under None of the UCC to perfect its interest in any Receivables purchased Collateral consisting of partnership or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. limited liability company interests (i) Any Inventory produced is dealt in or traded on a securities exchange or in a securities market, (ii) by the Lien Grantor has or will have been produced in compliance with the applicable requirements its terms expressly provides that it is a security governed by Article 8 of the Fair Labor Standards ActUCC, as amended(iii) is an investment company security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

General Representations and Warranties. The Lien Grantor Borrower represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor It has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material)Collateral, free and clear of any Lien other than Permitted Liens. (cb) The Lien Grantor It has not performed any acts that would reasonably be likely to prevent the Collateral Administrative Agent from enforcing any of the provisions of the Security Credit Documents or that would reasonably be expected to limit the Collateral Administrative Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument the Borrower is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Closing Date, no Collateral owned by such Lien Grantor the Borrower will be in the possession or under the control Control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dc) The Transaction Liens on all Collateral owned by the Lien Grantor Borrower (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Closing Date (or, if such Lien Grantor the Borrower first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (ed) The Lien Grantor It has delivered a Perfection Certificate to the Collateral Administrative Agent. The information set forth therein is correct and complete in all material respects as of the Effective Closing Date. After the Effective Date, . (e) When a UCC financing statement describing the Collateral Agent as “all personal property” or “all assets” has been filed in the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed specified in its such Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Collateral owned by the Lien Grantor Borrower to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except other than any Permitted LiensLien. With respect to Except for the Lien Grantor and its Collateralfiling of such UCC financing statement, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCLiens. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor represents Each Assignor represents, warrants and warrants thatcovenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate.[intentionally omitted] (b) The such Assignor has good and marketable title in fee simple to, or a valid leasehold interest in, or a valid contractual agreement to use, all its material real property, and good title to, or a valid leasehold interest in, or a valid contractual agreement to use, all its other material property, and none of such property is subject to any Lien Grantor except for Permitted Liens; (c) this Agreement (together, with respect to the shares of capital stock of Foreign Subsidiaries, such other necessary or advisable pledge agreements or other security agreements or instruments properly executed, delivered, recorded and registered by the holder of such shares under all applicable foreign laws) creates security interests which are enforceable against such Assignor in all Collateral now owned and hereafter acquired by such Assignor and which are, upon filing of all appropriate financing statements, intellectual property filings, railcar filings and, with respect to shares of capital stock in Foreign Subsidiaries, any necessary filings in foreign jurisdictions contemplated hereby and the delivery of the Pledged Securities to the Collateral Agent in accordance with the terms hereof (other than with respect to the shares of capital stock of Foreign Subsidiaries which are not certificated), perfected security interests (other than in the Excluded Foreign or Transportation Assets); (d) [intentionally omitted] (e) such Assignor is the direct and sole legal and equitable owner of any and all Pledged Debt and Pledged Intercompany Notes indicated on Schedule B as being owned by it. Such Assignor has good and marketable title to such Pledged Debt and has all its requisite rights, power, and authority to pledge and deliver such Pledged Debt to the Collateral (subject to exceptions that are, in the aggregate, not material), Agent pursuant hereto. Such Pledged Debt is free and clear of any Lien all Liens, other than Permitted Liens. (c) The Lien Grantor . Such Assignor has not performed amended any acts that would prevent term of or waived any rights under the Pledged Intercompany Notes held by it. The pledge, assignment and delivery of the Pledged Intercompany Notes to or on behalf of the Collateral Agent from enforcing any pursuant to this Agreement creates a valid, continuing, perfected Lien on such Pledged Intercompany Notes in favor of the provisions Collateral Agent, for the benefit of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate Parties, subject only to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral.Section 1.3; and (f) The Transaction Liens constitute perfected security interests in such Assignor is the Collateral record and beneficial owner of each share of the Pledged Stock indicated on Schedule C as being owned by it and such Pledged Stock represents the Lien Grantor percentage (on a fully diluted basis) of the issued and outstanding capital stock of its issuer as set forth on Schedule C. All of such shares of the Pledged Stock are duly authorized, validly issued, fully paid and non-assessable (or, with respect to the Foreign Subsidiaries, to the extent such concepts are applicable under the laws under which such Subsidiaries are organized). Such Assignor has good and marketable title to such Pledged Stock and has all requisite rights, power, and authority to pledge and deliver such Pledged Stock to the Collateral Agent pursuant hereto (or, with respect to the shares of capital stock of any Foreign Subsidiaries that are not certificated, to execute, deliver, record and register any and all pledges or charges on such shares which are necessary or advisable to create a first priority perfected security interest therein may be perfected by filing pursuant to the UCCin such shares). Such Pledged Stock is free and clear of all Liens, prior to all Liens and options, warrants, puts, calls, or other rights of others therein except third persons, other than Permitted Liens. With respect to the Lien Grantor The pledge, assignment and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of such Pledged Stock to or on behalf of the Security Documents or is necessary Collateral Agent pursuant to this Agreement creates valid, continuing, perfected Liens on such Pledged Stock in favor of the Collateral Agent, for the validity benefit of the Collateral Agent and the Secured Parties, subject only to Section 1.3. Each Assignor indicated on Schedule C as owning shares in a Foreign Subsidiary has executed and delivered and will promptly following the date hereof record and register, any and all pledges, charges and other instruments necessary to create valid, continuing, perfected Liens (or enforceability thereof or the equivalent rights under the applicable laws of the relevant foreign jurisdictions) on such Pledged Stock in favor of the Collateral Agent, for the perfection benefit of the Transaction Liens pursuant Collateral Agent and the Secured Parties, subject to the UCC or for the enforcement of the Transaction Liens pursuant to the UCCSection 1.3. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no No registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (j) The Existing Receivables SPV Accounts are all of the accounts owned by Receivables SPV. Other than (i) the Existing Receivables SPV Accounts, (ii) the Cash Collateral Account, and (iii) any Blocked Account, there are no accounts owned by the Lien Grantor or Receivables SPV into which any collections or other payments or proceeds in respect of Pledged Receivables may be deposited.

General Representations and Warranties. The Lien Each Original Grantor represents and warrants that: (a) The Lien Grantor Such Grantor, as of the Closing Date, is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate.set forth on Schedule 7A. (b) The Lien Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Grantor has good and marketable title to as of the Closing Date. Except as set forth on Schedule 1, such Grantor holds all its Collateral such Equity Interests directly (subject to exceptions that are, in the aggregatei.e., not materialthrough a Subsidiary, a Securities Intermediary or any other Person). (c) Schedule 2 lists, as of the Closing Date, all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates). (d) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and (if applicable) non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (ce) The Lien Grantor has not performed any acts that would prevent This Agreement and the security interest in the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien each Grantor (i) have been validly created, (ii) will attach have attached to each item of such Collateral on as of the Effective Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, will attach on such later date) and (iii) when so attached, will secure all the such Grantor’s Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate , in each case, to the Collateral Agent. The information set forth extent a security interest therein is correct and complete as of can be created under the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the CollateralUCC. (f) The [Reserved]. (g) When UCC financing statements describing the Collateral as “all personal property” or “all assets” have been filed in the offices specified for such Grantor in Schedule 7A (as supplemented by written notice to the Collateral Agent from time to time), the Transaction Liens will constitute a perfected security interests in the Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With When, in addition to the filing of such UCC financing statements and except for any filings required under the Laws of a jurisdiction outside the United States with respect to Recordable Intellectual Property, the Lien applicable Intellectual Property Filings have been made with respect to such Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Section 4(a) and Section 5(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and its Collateralrights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements and (ii) such Intellectual Property Filings, no registration, recordation, recordation or filing with any governmental body, agency, agency or official is required in connection with the execution or delivery of the Security Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens pursuant or (except with respect to the UCC or capital stock of any Regulated Subsidiary) for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignorsLiens. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement.Attached hereto as: (i) Any Inventory produced Schedule 4A is a schedule setting forth, with respect to each Grantor, as of the Closing Date, a complete and correct list of all Patents owned by the Lien Grantor has such Grantors and issued or will have been produced in compliance applied for issuance with the applicable requirements United States Patent and Trademark Office, including the name of the Fair Labor Standards Actregistered owner, as amendedtype, and registration or application number of each such Patent.

General Representations and Warranties. The Lien Grantor represents and warrants that: (a) The Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) The Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens. (c) The Lien Grantor has not performed any acts that would prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien. (d) The Transaction Liens on all Collateral owned by the Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations. (e) The Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date. After the Effective Date, the Collateral Agent or the Administrative Agent may obtain, at the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens constitute perfected security interests in the Collateral owned by the Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect to the Lien Grantor and its Collateral, no No registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC. (g) The Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (h) The Lien Grantor’s Collateral is insured as required by the Credit Agreement. (i) Any Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

General Representations and Warranties. The Lien Each Grantor represents and warrants that: (a) The Lien Such Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its the Perfection Certificate. (b) The With respect to each Original Grantor, Schedule 9(a) to the Perfection Certificate lists all Equity Interests in direct Wholly Owned Subsidiaries owned by such Grantor as of the Release Date (other than Equity Interests of any direct Wholly Owned Subsidiary that is dormant, inactive or otherwise immaterial). Such Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person). (c) With respect to each Original Grantor, as of the Release Date, (i) Schedule 9(b) to the Perfection Certificate lists all Securities owned by such Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) Schedule 12 to the Perfection Certificate lists all Securities Accounts to which Financial Assets are credited in respect of which such Grantor owns Security Entitlements. (d) All Pledged Equity Interests owned by such Grantor are owned by it free and clear of any Lien other than Permitted Liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Grantor is not and will not become a party to or otherwise bound by any agreement (except the Notes Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (e) Except for restrictions and limitations imposed by the Notes Documents, Laws or securities laws generally, or any Permitted Liens, the Collateral is and will continue to be freely transferable and assignable, and none of the Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, materially impair, materially delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto. (f) Such Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien Liens other than Permitted Liens. For purposes of clarification, in the event that any Collateral consisting of Patents now owned or hereafter acquired is successfully challenged, such successful challenge will not constitute a breach of this provision. (cg) The Lien Such Grantor has not performed any acts that would might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would reasonably be expected to limit the Collateral Agent in any such enforcement. The Lien Grantor has not authorized or entered into any No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor nor is it aware that any such document or instrument is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Release Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereonclaim thereto or security interest therein, other than a Permitted Lien. (dh) The Transaction Liens on all Personal Property Collateral owned by the Lien such Grantor (i) have been validly createdgranted, (ii) will attach to each item of such Collateral on or prior to the Effective Release Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured ObligationsObligations or such Grantor’s Secured Guarantee, as the case may be. (ei) The Lien When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Grantor as of the Release Date will have been validly created and will secure all the Secured Obligations or such Grantor’s Secured Guarantee, as the case may be. When such Mortgages have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral. (j) Such Grantor has delivered a counterpart to the Perfection Certificate to the Collateral Agent. The With respect to each Original Grantor, information set forth in Schedule 1(a) to the Perfection Certificate is correct and complete in all respects, and all other information set forth therein is correct and complete in all material aspects as of the Effective Release Date. After ; provided that any such information that is qualified as to “materiality”, “Material Adverse Effect” or similar language is correct and complete in all respects as of the Effective Release Date, . (k) When UCC financing statements describing the Collateral Agent or as “all assets” have been filed in the Administrative Agent may obtain, at offices specified in the Lien Grantor’s expense, a file search report from each UCC filing office listed in its Perfection Certificate, showing the filing made at such filing office to perfect the Transaction Liens on the Collateral. (f) The Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by the Lien such Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. With respect , to the Lien Grantor and its Collateral, no registration, recordation, or filing with any governmental body, agency, or official is required in connection with the execution or delivery extent such Liens have priority by operation of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCClaw. (gl) The Lien Such Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors. (hm) The Lien Such Grantor’s Collateral is insured as required by the Credit AgreementIndenture. (in) Any All of such Grantor’s Inventory produced by the Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (o) Other than a Restricted Account, there is no Deposit Account into which any collections or other payments or proceeds in respect of Pledged Inventory of any borrower under the ABL Facility or Receivables (as defined in the ABL Credit Agreement) of any borrower under the ABL Facility that have been Pledged are to be deposited. No funds other than ABL Facility Collateral or proceeds thereof will be deposited in any Lockbox Account (as defined in the ABL Credit Agreement) or the Cash Dominion Account (as defined in the ABL Credit Agreement).