Common use of Title to Collateral Clause in Contracts

Title to Collateral. Subject to Section 20 hereof, the Pledgor warrants and represents that (i) it is the lawful owner of the Collateral, and has the full right, power, and authority to convey, transfer, and grant the security title and security interest in the Collateral granted herein to the Lender; (ii) all licenses relating to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is not, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects as of the date furnished.

Title to Collateral. Subject Borrower represents and warrants to Section 20 hereofLender that: (a) as of the date hereof and at all times hereafter while this Instrument is outstanding, Borrower is and shall be the Pledgor warrants sole, absolute owner and represents that (i) it is holder of the lawful fee simple estate in the Property and the absolute owner of the legal and beneficial title to all other property included in the Collateral, subject in each case only to this Instrument and Permitted Exceptions; (b) ▇▇▇▇▇▇▇▇ has the full good and lawful right, power, power and authority to execute this Instrument and to convey, transfer, assign, mortgage and grant the security title and a security interest in the Collateral granted Collateral, all as provided herein; (c) this Instrument has been duly executed, acknowledged and delivered on behalf of ▇▇▇▇▇▇▇▇, all consents and other actions required to be taken by the officers, directors, shareholders, managers and partners, as the case may be, of Borrower have been duly and fully given and performed and this Instrument constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; and (d) ▇▇▇▇▇▇▇▇, at its expense, will and hereby does warrant and defend to Lender and any purchaser under the power of sale herein or at any foreclosure sale such title to the Lender; Collateral (as described in subsection (a) of this Section) and the first mortgage lien and first priority perfected security interest of this Instrument thereon and therein against all claims and demands and will maintain, preserve and protect such Lien (as defined below) and will keep this Instrument a valid, first mortgage lien of record on and a first priority perfected security interest in the Collateral, subject only to the Permitted Exceptions. (e) Borrower has duly paid in full all fees, premiums and other charges due in connection with (i) the recording of this Instrument and the issuance of a loan policy or policies of title insurance in form and amount satisfactory to Lender naming ▇▇▇▇▇▇ as the insured, insuring the title to and the first lien of this Instrument on the Property with endorsements reasonably requested by ▇▇▇▇▇▇ and (ii) all licenses relating to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights a survey of the Pledgor Property in form and substance acceptable to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is not, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects as of the date furnishedtitle insurer.

Title to Collateral. Subject to Section 20 21 hereof, the Pledgor warrants and represents that (i) it is the lawful owner of the Collateral, and has the full right, power, and authority to convey, transfer, and grant the security title and security interest in the Collateral granted herein to the Lender; (ii) all licenses relating to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is not, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement")hereof, and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects as of the date furnished.

Title to Collateral. Subject At the date hereof the Borrower is (and as to Section 20 Collateral that the Borrower may acquire after the date hereof, the Pledgor warrants and represents that (iwill be) it is the lawful owner of the Collateral, and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that the Borrower has the and will have full right, power, power and authority to conveygrant to the Lender a security interest therein, and that the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of the Borrower's right, title or interest therein), to any person other than the Lender; that the Collateral is and grant will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon the security title Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and security that the Collateral, other than Inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by the Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that the Borrower will warrant and defend the Lender's right to and interest in the Collateral granted herein to the Lender; (ii) against all licenses relating to the Collateral are fully paid claims and freely assignable to Lender, and, upon the occurrence demands of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is not, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects as of the date furnishedpersons whatsoever.

Title to Collateral. Subject At the date hereof each Borrower is (and as to Section 20 Collateral that such Borrower may acquire after the date hereof, the Pledgor warrants and represents that (iwill be) it is the lawful owner of the Collateral, and that the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; that each Borrower has the and will have full right, power, power and authority to conveygrant to the Lender a security interest therein, and that each Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to Inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of such Borrower's right, title or interest therein), to any person other than the Lender; that the Collateral is and grant will be valid and genuine in all respects; that all accounts arise out of legally enforceable and existing contracts in accordance with their tenor; and that upon each Borrower's acquisition of any interest in contract rights, it shall in writing immediately notify the security title Lender thereof, specifically identifying the same as contract rights, and, except for such contract rights, no part of the Collateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and security that the Collateral, other than Inventory and Equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by a Borrower to Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender); and that each Borrower will warrant and defend the Lender's right to and interest in the Collateral granted herein to the Lender; (ii) against all licenses relating to the Collateral are fully paid claims and freely assignable to Lender, and, upon the occurrence demands of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is not, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects as of the date furnishedpersons whatsoever.

Title to Collateral. Subject to Section 20 hereofExcept as set forth in SCHEDULE 5.12, the Pledgor warrants and represents that attached hereto, or as otherwise permitted under this Agreement, (i) it at the date hereof each Obligor is (and as to Collateral that such Obligor may acquire after the date hereof, will be) the lawful owner of the Collateral, and has the full right, power, and authority to convey, transfer, and grant the security title and security interest in the Collateral granted herein to the Lender; (ii) the Collateral and each item thereof is, will be and shall continue to be free of all licenses relating restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Collateral are fully paid and freely assignable to Lender, and, upon Administrative Agent for the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights ratable benefit of the Pledgor Administrative Agent and the Lenders hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever; each Obligor has and will have full power and authority to any Collateral licensed grant to the Pledgor or licensed by Administrative Agent for the Pledgorratable benefit of the Administrative Agent and the Lenders a security interest therein; (iii) each Obligor has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to Inventory or as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any security interest in, any of the Collateral (or any of such Obligor's right, title or interest therein), to any person other than the Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders; the Collateral is not, and so long as this Agreement is will be valid and genuine in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" heretoall respects; (iv) no financing statementthe Accounts Receivable shall represent unconditional and undisputed bona fide indebtedness by the Debtor for sales or leases of Inventory shipped and delivered or services rendered by an Obligor to Debtor, mortgageand is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (contract or other appropriate security documentation) filed on behalf writing in the ordinary course of the Lender or disclosed on Exhibit "A" heretobusiness); and (v) all information with respect each Obligor will warrant and defend the Lenders' right to and interest in the Collateral against all claims and the Pledgor's Liabilities, or any demands of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects as of the date furnishedpersons whatsoever.

Title to Collateral. Subject to Section 20 hereof, the Pledgor warrants and represents that (i) it is Except for the lawful Security Interest herein granted, Pledgor shall be the owner of the Pledged Collateral, and has free from any Lien other than the full right, powerPermitted Restrictions, and authority Pledgor, at its sole cost and expense, shall defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to convey, transfer, Security Trustee (other than Permitted Restrictions); and grant the security title and security interest in the Collateral granted herein to the Lender; (ii) all licenses relating Pledgor shall not sell or otherwise dispose of, or pledge, mortgage or create, or suffer to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lenderexist a Lien on, the Lender shall have all rights of the Pledgor to any Pledged Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is not, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of any Person other than Security Trustee or as otherwise permitted under the Lender Facilities Agreement, and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice the inclusion of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any “proceeds” of the Pledged Collateral under the Security Interest granted herein shall not be deemed a consent by Security Trustee to any sale or other disposition of any Pledged Collateral; provided, however, that any transfer of Pledgor Nasdaq Shares to the Trust from time to time pursuant to and as contemplated by Section 2.1(a)(iv) of the Stockholders Agreement shall be permitted and such transferred Nadsaq Shares shall no longer be deemed Pledgor Nadsaq Shares or Pledged Collateral and shall be released from any Lien under this Pledge Agreement, but shall be deemed Trust Nasdaq Shares under both this Pledge Agreement and the Trust Pledge Agreement. The foregoing notwithstanding, it is understood and agreed that nothing in existence or on file this Pledge Agreement shall in any public office, other than financing statements (or other appropriate security documentation) filed on behalf way limit the Trust Disposition Rights of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects as of the date furnished.

Title to Collateral. Subject At the date hereof the Borrower is (and as to Section 20 Collateral that the Borrower may acquire after the date hereof, on the Pledgor warrants and represents that (idate of such acquisition, will be) it is the lawful owner of the Collateral, and the Collateral and each item thereof is, will be and shall at all times this Agreement remains in effect continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Bank under the Loan Documents and the interests of each mortgagee, beneficiary, lessee or secured party to the extent, and only to the extent, arising under a mortgage, deed of trust, lease of personal property and security agreement previously consented to in writing in by the Bank pursuant to Section 3.4 above), credits, defenses, recoupments, set-offs or counterclaims whatsoever. The Borrower has the and will have full right, power, power and authority to convey, transfer, and grant to the security title and Bank a security interest in the Collateral granted herein to the Lender; (ii) all licenses relating to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (except as defined herein) and foreclosure previously consented to in writing in by the LenderBank pursuant to Section 3.4 above, the Lender shall have all rights of the Pledgor Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is notsecurity interest in, and so long as this Agreement is in effect will not betransfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances interest in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of themthe Borrower’s right, set forth in any written schedule, certificate, title or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"interest therein), and all to any person other written information heretofore or hereafter furnished by than the Pledgor to the Lender, Bank. The Collateral is and will be true valid and correct genuine in all material respects as respects. The Borrower hereby warrants and covenants to defend the Bank’s right to and interest in the Collateral against all claims and demands of the date furnishedall persons whatsoever.

Title to Collateral. Subject At the date hereof the Borrower is (and as to Section 20 Collateral that the Borrower may acquire after the date hereof, the Pledgor warrants and represents that (iwill be) it is the lawful owner of the Collateral, and the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Bank hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever. The Borrower has the and will have full right, power, power and authority to convey, transfer, and grant to the security title and Bank a security interest in the Collateral and the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted herein to the Lender; (ii) all licenses relating to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is notsecurity interest in, and so long as this Agreement is in effect will not betransfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances interest in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of themthe Borrower's right, set forth in any written schedule, certificate, title or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"interest therein), and all to any person other written information heretofore or hereafter furnished by than the Pledgor to the Lender, Bank. The Collateral is and will be true valid and correct genuine in all material respects respects. All accounts arise out of legally enforceable and existing contracts in accordance with their tenor, and upon the Borrower's acquisition of any interest in accounts, it shall in writing immediately notify the Bank thereof, specifically identifying the same as accounts, and, except for such accounts, no part of the date furnishedCollateral (or the validity or enforceability by the Bank thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and the Collateral, other than inventory and equipment, shall represent unconditional and undisputed bona fide indebtedness by the Debtor, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Bank). The Borrower will warrant and defend the Bank's right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. Subject Each of the Borrowers has good and marketable title to all the Collateral, free from Liens, except for the following (collectively, “Permitted Liens”): (a) Liens in favor of Lender; (b) Liens for taxes which are not yet overdue or the validity of which is being contested in good faith by appropriate proceedings diligently pursued and for which reserves or other appropriate provision as shall be required by GAAP have been made on Borrowers’ books and records; (c) Liens securing Indebtedness described in Section 20 7.6(iv) hereof, provided that such Liens attach only to such real or personal property acquired with the Pledgor warrants proceeds of such Indebtedness and represents that the proceeds thereof; (d) Deposits or pledges under ▇▇▇▇▇▇▇’▇ compensation, unemployment insurance, social security and similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or leases or to secure indemnity, performance or similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds; (e) Mechanics’, materialmen’s, workmen’s, artisans’ and other non-consensual statutory Liens arising in the ordinary course of business to the extent such Liens secure Indebtedness (i) it which is the lawful owner of the Collateralnot overdue, and has the full right, power, and authority to convey, transfer, and grant the security title and security interest in the Collateral granted herein to the Lender; or (ii) all licenses relating to the Collateral claims or liabilities which are fully paid and freely assignable to Lenderinsured, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) which are being contested in good faith by appropriate proceedings and for which the Collateral is notapplicable Borrower has taken a reserve on its books in accordance with GAAP; (f) Reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and so long as this Agreement is other similar title exceptions or encumbrances affecting any real estate owned or leased by Borrowers, provided that they do not in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor the aggregate materially detract from the value of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, real estate or any other agreement or instrument creating an encumbrance, lien, charge against any materially interfere with its use in the ordinary course of the Collateral is in existence applicable Borrower’s business; (g) Leases or on file subleases granted to others not interfering in any public office, other than financing statements (or other appropriate security documentation) filed on behalf material respect with the Business of the Lender Borrowers; (h) Liens granted in connection with the extension, renewal or disclosed on Exhibit "A" hereto; and (v) all information with respect refinancing of the Indebtedness secured by Liens of the type described above, provided that any extension, renewal or replacement Lien is limited to the Collateral property encumbered by the existing Lien and the Pledgor's Liabilitiesprincipal amount of the Indebtedness being extended, renewed or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender replaced does not increase; and (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects i) Liens existing as of the date furnishedClosing Date that are described on Schedule 2 attached hereto.

Title to Collateral. Subject At the date hereof the Borrower is (and as to Section 20 Collateral that the Borrower may acquire after the date hereof, the Pledgor warrants and represents that (iwill be) it is the lawful owner of the Collateral, and the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever, other than the Permitted Liens. The Borrower has the and will have full right, power, power and authority to convey, transfer, and grant to the security title and Lender a security interest in the Collateral and the Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted herein to the Lender; (ii) all licenses relating to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) the Collateral is notsecurity interest in, and so long as this Agreement is in effect will not betransfer, assign, sell (except sales or other dispositions in the ordinary course of business in respect to inventory as expressly permitted in this Agreement), pledge, encumber, subject to lien or grant any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances interest in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence (or on file in any public officeof the Borrower’s right, title or interest therein), to any person other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the holder of a Permitted Lien. The Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true valid and correct genuine in all material respects as respects. All accounts arise out of legally enforceable and existing contracts in accordance with their tenor, and no part of the date furnishedCollateral (or the validity or enforceability by the Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever and the Eligible Payday Loans shall represent unconditional and undisputed bona fide indebtedness by the Debtors, and is not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice, contract or other writing delivered to the Lender). The Borrower will warrant and defend the Lender’s right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Title to Collateral. Subject Each of the Borrowers has good and marketable title to all the Collateral, free from Liens, except for the following (collectively, "Permitted Liens"): (a) Liens in favor of Lender; (b) Liens for taxes which are not yet overdue or the validity of which is being contested in good faith by appropriate proceedings diligently pursued and for which reserves or other appropriate provision as shall be required by GAAP have been made on Borrowers' books and records; (c) Liens securing Indebtedness described in Section 20 7.6(iv) hereof, provided that such Liens attach only to such real or personal property acquired with the Pledgor warrants proceeds of such Indebtedness and represents that the proceeds thereof; (d) Deposits or pledges under ▇▇▇▇▇▇▇'▇ compensation, unemployment insurance, social security and similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or leases or to secure indemnity, performance or similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds; (e) Mechanics', materialmen's, workmen's, artisans' and other non-consensual statutory Liens arising in the ordinary course of business to the extent such Liens secure Indebtedness (i) it which is not overdue, or (ii) relating to claims or liabilities which are fully insured, or (iii) which are being contested in good faith by appropriate proceedings and for which the lawful owner applicable Borrower has taken a reserve on its books in accordance with GAAP; (f) Reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any real estate owned or leased by Borrowers, provided that they do not in the aggregate materially detract from the value of the Collateralreal estate or materially interfere with its use in the ordinary course of the applicable Borrower's business; (g) Leases or subleases granted to others not interfering in any material respect with the Business of the Borrowers; (h) Liens granted in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described above, provided that any extension, renewal or replacement Lien is limited to the property encumbered by the existing Lien and has the full rightprincipal amount of the Indebtedness being extended, powerrenewed or replaced does not increase; (i) Liens in favor of Petra Mezzanine Fund, L.P., as agent for certain Subordinating Creditors, granted pursuant to the Petra Loan Agreement, as the same is in effect on the Closing Date, or as the same may be amended, restated, supplemented, replaced, or otherwise modified, in each case with the consent of the Lender hereunder (which consent shall not be unreasonably withheld or delayed), provided that such liens are subordinate and authority junior at all times to convey, transfer, and grant the security title and security interest liens granted to Lender in the Collateral granted herein pursuant to the Lender; (ii) all licenses relating to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights terms of the Pledgor to any Collateral licensed to the Pledgor or licensed by the PledgorSubordination Agreement applicable thereto; and (iiij) the Collateral is not, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any of the Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects Liens existing as of the date furnishedClosing Date that are described on Schedule 2 attached hereto.

Title to Collateral. Subject Each of the Borrowers has good and marketable title to all the Collateral, free from Liens, except for the following (collectively, “Permitted Liens”): (a) Liens in favor of Lender; (b) Liens for taxes which are not yet overdue or the validity of which is being contested in good faith by appropriate proceedings diligently pursued and for which reserves or other appropriate provision as shall be required by GAAP have been made on Borrowers’ books and records; (c) Liens securing Indebtedness described in Section 20 7.6(d) and 7.6(i) hereof, provided that such Liens attach only to such real or personal property acquired with the Pledgor warrants proceeds of such Indebtedness and represents that the proceeds thereof; (d) Deposits or pledges under ▇▇▇▇▇▇▇’▇ compensation, unemployment insurance, social security and similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or leases or to secure indemnity, performance or similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds; (e) Mechanics’, materialmen’s, workmen’s, artisan’s and other non-consensual statutory Liens arising in the ordinary course of business to the extent such Liens secure Indebtedness (i) it which is the lawful owner of the Collateralnot overdue, and has the full right, power, and authority to convey, transfer, and grant the security title and security interest in the Collateral granted herein to the Lender; or (ii) all licenses relating to the Collateral claims or liabilities which are fully paid and freely assignable to Lenderinsured, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; (iii) which are being contested in good faith by appropriate proceedings and for which the Collateral is notapplicable Borrower has taken a reserve on its books in accordance with GAAP; (f) Reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and so long as this Agreement is other similar title exceptions or encumbrances affecting any real estate owned or leased by Borrowers, provided that they do not in effect will not be, subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated, except for liens, claims, security interests and encumbrances in favor the aggregate materially detract from the value of the Lender and except as set forth on Exhibit "A" hereto; (iv) no financing statement, mortgage, notice of lien, deed of trust, deed to secure debt, security agreement, real estate or any other agreement or instrument creating an encumbrance, lien, charge against any materially interfere with its use in the ordinary course of the Collateral is in existence applicable Borrower’s business; (g) Leases or on file subleases granted to others not interfering in any public office, other than financing statements (or other appropriate security documentation) filed on behalf material respect with the Business of the Lender Borrowers; (h) Liens granted in connection with the extension, renewal or disclosed on Exhibit "A" hereto; and (v) all information with respect refinancing of the Indebtedness secured by Liens of the type described above, provided that any extension, renewal or replacement Lien is limited to the Collateral property encumbered by the existing Lien and the Pledgor's Liabilitiesprincipal amount of the Indebtedness being extended, renewed or any of them, set forth in any written schedule, certificate, or other document at any time heretofore or hereafter furnished by RCA or the Pledgor to the Lender, including any Borrowing Base Certificate referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA to the Lender replaced does not increase; and (the "RCA Security Agreement"), and all other written information heretofore or hereafter furnished by the Pledgor to the Lender, is and will be true and correct in all material respects i) Liens existing as of the date furnishedClosing Date that are described on Schedule 5.6 attached hereto.

Title to Collateral. Subject to Section 20 hereof(a) The Borrowers are, and shall hereafter remain, the Pledgor warrants owners of the Collateral free and represents that clear of all Encumbrances other than Encumbrances listed on EXHIBIT 4.7(a) and other Permitted Encumbrances. (i) it The Borrowers do not and shall not have possession of any inventory on consignment to the Borrowers other than as listed on Exhibit 4.7(a)(i) hereof or as may be subsequently disclosed to the Agent during a subsequent commercial finance audit or otherwise. (b) From and after the occurrence of a Covenant Activation Period, the Borrowers shall not acquire or obtain the right to use any Equipment, the acquisition or right to use of which Equipment is otherwise permitted by this Agreement, in which Equipment any third party has an interest, except for: (i) Equipment which is merely incidental to the lawful owner conduct of the CollateralBorrowers' business or is in replacement of worn-out or obsolete Equipment or Equipment which is damaged beyond repair, and has the full right, power, and authority replacement of which is necessary to convey, transfer, and grant preserve or improve the security title and security interest in operating efficiency of the Collateral granted herein to the Lender; Borrower. (ii) all licenses relating Equipment, the acquisition or right to use of which has been consented to by the Agent, which consent may be conditioned upon the Agent's receipt of such agreement with the third party which has an interest in such Equipment as is satisfactory to the Collateral are fully paid and freely assignable to Lender, and, upon the occurrence of an Event of Default (as defined herein) and foreclosure by the Lender, the Lender shall have all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed by the Pledgor; Agent. (iii) Equipment financed entirely through a purchase money security interest or capital lease. (c) The Borrowers do not have any Collateral in the Collateral is notcustody, and so long as this Agreement is in effect will not be, subject to any liens, claims, security interests, encumbrances, taxescontrol, or assessmentspossession of a third party, however described or denominated, except for liens, claims, security interests and encumbrances in favor of the Lender and except as set forth on Exhibit "A" hereto; (ivin EXHIBIT 4.7(c) no financing statement, mortgage, notice of lien, deed of trust, deed and except for Collateral located in the United States in transit to secure debt, security agreement, or any other agreement or instrument creating an encumbrance, lien, charge against any a location of the Borrowers or Eligible L/C Inventory in transit to the United States as permitted herein or in the ordinary course of business of the Borrowers in the possession of the carrier or consolidator transporting such goods. In the event that any Collateral is in existence or on file in any public office, other than financing statements (or other appropriate security documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto; and (v) all information with respect to the Collateral and the Pledgor's Liabilities, or any of them, set forth in any written schedule, certificate, or other document at any time heretofore after the date hereof in the custody, control or hereafter furnished by RCA or the Pledgor to the Lender, including possession of any Borrowing Base Certificate other person not referred to in Section 4 of that certain Security Agreement dated as of even date herewith executed by RCA EXHIBIT 4.7(c) or such carriers or consolidators, Borrower shall promptly notify the Agent thereof in writing. Promptly upon Agent's request, the Borrower shall deliver to the Lender Agent a collateral access agreement, in form and substance acceptable to the Agent in its sole discretion, duly authorized, executed and delivered by such person and Borrowers. (the "RCA Security Agreement"), d) EXHIBIT 4.7(d) is a schedule of all consolidators and all other written information heretofore or hereafter furnished customs brokers employed by the Pledgor Borrowers for the transport of goods in the ordinary course of the business of the Borrowers. The Borrowers shall not employ any other customs brokers unless (i) the Borrowers have provided the Collateral Agent with twenty (20) days prior notice thereof and (ii) such customs broker has executed and delivered to the Lender, is and will be true and correct in all material respects as of the date furnishedAgent a Customs Broker Agreement.