[Each][The] Debtor warrants that:  (i) as of the date hereof, no financing statement (other than any that may have been filed on behalf of the Administrative Agent or in connection with Permitted Liens (as defined below) and any financing statement filed as a precautionary filing in connection with an operating lease) covering any of the Collateral is on file in any public office; (ii) [such][the] Debtor is the lawful owner of all Collateral, free of all liens and claims whatsoever, other than the security interest hereunder and liens and claims expressly permitted by the Credit Agreement (“ Permitted Liens ”), with full power and authority to execute this Agreement and perform [such][the] Debtor’s obligations hereunder, and to subject the Collateral to the security interest hereunder; (iii) all information with respect to Collateral and Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by [such][the] Debtor to the Administrative Agent or any Lender Party and all other written information heretofore or hereafter furnished by [such][the] Debtor to the Administrative Agent or any Lender Party in connection with the Credit Agreement will be true and correct in all material respects as of the date furnished; (iv) as of the date hereof, [such][the] Debtor’s true legal name as registered in the jurisdiction in which [such][the] Debtor is organized or incorporated, jurisdiction of organization or incorporation, federal employer identification number, organizational identification number, if any, as designated by the state of its organization or incorporation, chief executive office and principal place of business, in each case as of the date hereof, are as set forth on Schedule I hereto (and [such][the] Debtor has not maintained its chief executive office and principal place of business at any other location during the five years preceding the date hereof); (v) each other location where [such][the] Debtor maintains a place of business or has any Goods, in each case as of the date hereof, is set forth on Schedule II hereto; (vi) except as disclosed on Schedule III , during the five years preceding the date hereof [such][the] Debtor has not been known by any legal name different from the one set forth on the signature page of this Agreement nor has [such][the] Debtor been the subject of any merger or other corporate reorganization; (vii)  Schedule IV hereto contains a complete listing of all of [such][the] Debtor’s Intellectual Property which has been registered under any registration statute as of the date hereof; and (viii)  Schedule V sets forth a description of all Deposit Accounts and Securities Accounts of [such][the] Debtor in excess of $250,000 as of the date hereof.