Maintenance of Records Uses in Additional Representations and Warranties Clause

Additional Representations and Warranties from Security Agreement

This PARITY LIEN SECURITY AGREEMENT, dated as of March 10, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"), is made by each of the undersigned assignors (each, an "Assignor" and, together with any other entity that becomes an assignor hereunder pursuant to Section 9.12 hereof, the "Assignors"), in favor of U.S. Bank National Association, a national banking association ("U.S. Bank"), as collateral trustee (in such capacity, together with its successors and assigns, if any, "Collateral Trustee"), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article VIII hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Indenture (as defined below).

Additional Representations and Warranties. As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that, to such Assignor's knowledge, each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (a) will represent the genuine, legal, valid and binding obligation of the Account Debtor evidencing indebtedness unpaid and owed by the respective Account Debtor, (b) will evidence true and valid obligations, enforceable in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, moratorium, reorganization, or similar laws relating to or limiting creditors' rights generally and (c) will be in compliance and will conform in all material respects with all applicable laws.

Additional Representations and Warranties from Amended and Restated Security Agreement

SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated December 19, 2014 (as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof, this Agreement), among each of the undersigned (each, an Debtor and, together with each other entity which becomes a party hereto pursuant to Section 10.13, collectively, the Debtors) and Bank of America, N.A., as collateral agent (the Collateral Agent), for the benefit of the Secured Parties (as defined below).

Additional Representations and Warranties. As of the time when each of its Receivables arises, each Debtor shall be deemed to have represented and warranted that such Receivable, and all records, papers and documents relating thereto (if any) are genuine, accurate and in all material respects what they purport to be, and that all papers and documents (if any) relating thereto (a) will represent the genuine legal, valid and binding (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors rights and by equitable principles, regardless of whether enforcement is sought in equity or law, and subject to any rescission/cancellation period in favor of the Account Debtor as provided under the relevant Approved Installment Agreement or statutory law applicable to such Approved Installment Agreement) obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising from labor or services or the sale or lease and delivery of the Cemetery Property inventory, materials, equipment or merchandise listed therein, or both, whether performed or to be performed (b) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes and for delivery to the account debtor), (c) will evidence true, legal and valid obligations, enforceable in accordance with their respective terms (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or law) and subject to any rescission/cancellation period in favor of the Account Debtor as provided under the relevant Approved Installment Agreement or statutory law applicable to such Approved Installment Agreement) and (d) will be in compliance and will conform in all material respects with all applicable federal, state and local laws.

Additional Representations and Warranties from Second Lien Guarantee and Collateral Agreement

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Wilmington Trust, National Association, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Loan Agreement (each as defined below), as applicable.

Additional Representations and Warranties. As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, evidence indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true, binding and valid obligations, enforceable in accordance with their respective terms (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Additional Representations and Warranties from First Lien Guarantee and Collateral Agreement

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Credit Agreement (each as defined below), as applicable.

Additional Representations and Warranties. As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, evidence indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true, binding and valid obligations, enforceable in accordance with their respective terms (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article X hereof) have the meanings ascribed to them in the New York UCC or the Indenture (each as defined below), as applicable.

Additional Representations and Warranties. As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, evidence indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true, binding and valid obligations, enforceable in accordance with their respective terms (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of December 30, 2011, made by Solar Power, Inc., as pledgor (the Pledgor), in favor of China Development Bank Corporation, acting through its Jiangxi Branch, as lender (the Lender). Certain capitalized terms as used herein are defined in Article VII hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in each Facility Agreement (as defined below) shall be used herein as therein defined.

Additional Representations and Warranties. The Pledgor represents and warrants that the EPC Contracts, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of the Pledgor, represent the genuine, legal, valid and binding obligations of the obligors evidencing indebtedness unpaid and owed by the obligors arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligations of the obligors named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of the Pledgor, evidence true and valid obligations, enforceable in accordance with their respective terms, and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Additional Representations and Warranties from Amended and Restated Security Agreement

AMENDED AND RESTATED SECURITY AGREEMENT, dated April 29, 2011 (as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof, this Agreement), among each of the undersigned (each, an Debtor and, together with each other entity which becomes a party hereto pursuant to Section 10.13, collectively, the Debtors) and Bank of America, N.A., as collateral agent (the Collateral Agent), for the benefit of the Secured Parties (as defined below).

Additional Representations and Warranties. As of the time when each of its Receivables arises, each Debtor shall be deemed to have represented and warranted that such Receivable, and all records, papers and documents relating thereto (if any) are genuine, accurate and in all material respects what they purport to be, and that all papers and documents (if any) relating thereto (i) will represent the genuine legal, valid and binding (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors rights and by equitable principles, regardless of whether enforcement is sought in equity or law, and subject to any rescission/cancellation period in favor of the Account Debtor as provided under the relevant Approved Installment Agreement or statutory law applicable to such Approved Installment Agreement) obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising from labor or services or the sale or lease and delivery of the Cemetery Property (as defined in the Credit Agreement) inventory, materials, equipment or merchandise listed therein, or both, whether performed or to be performed (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes and for delivery to the account debtor), (iii) will evidence true, legal and valid obligations, enforceable in accordance with their respective terms (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors rights and by equitable principles (regardless of whether enforcement is sought in equity or law) and subject to any rescission/cancellation period in favor of the Account Debtor as provided under the relevant Approved Installment Agreement or statutory law applicable to such Approved Installment Agreement) and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws.

Additional Representations and Warranties from Pledge and Security Agreement

THIS PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2010, made by Affinity Group, Inc. (the Issuer) and each of the undersigned grantors (including the Issuer, each a Grantor and, together with any other entity that becomes a grantor hereunder pursuant to Section 11.13 hereof, the Grantors) in favor of The Bank of New York Mellon Trust Company, N.A., (BNYMTC) as Collateral Agent (together with any successor Collateral Agent, the Collateral Agent), for the benefit of itself and the other Secured Parties. Certain capitalized terms as used herein are defined in Article X hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Indenture shall be used herein as therein defined.

Additional Representations and Warranties. As of the time when each of its Accounts arises, each Grantor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Grantor, represent the genuine, legal, valid and binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Grantor, evidence true and valid obligations, enforceable in accordance with their respective terms, and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Additional Representations and Warranties from U S Security Agreement

THIS SECURITY AGREEMENT, is dated as of June 1, 2010, and made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder pursuant to Section 8.12 hereof, the Assignors) in favor of BANK OF AMERICA, N.A., as administrative agent and collateral agent (together with any successor administrative and collateral agent, the Administrative Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article VII hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

Additional Representations and Warranties. As of the time when each of its Accounts constituting Collateral arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, represent the genuine, legal, valid and binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true and valid obligations, enforceable in accordance with their respective terms, and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Additional Representations and Warranties from Security Agreement

WHEREAS, Holdings, the Borrowers, the Lenders from time to time party thereto, the Administrative Agent, and the other agents party thereto entered into a Debtor-In-Possession Credit Agreement, dated as of December 18, 2009 (as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time, and including any agreement extending the maturity of, refinancing or restructuring (including, but not limited to, the inclusion of additional borrowers or guarantors thereunder or any increase in the amount borrowed) of all or any portion of, the indebtedness under such agreement or any successor agreements, whether or not with the same agent, trustee, representative lenders or holders, the DIP Credit Agreement) providing for the making of Loans to the Borrowers, all as contemplated therein (the Lenders, the Administrative Agent, and each other Agent are hereinafter collectively referred to as the DIP Lender Creditors);

Additional Representations and Warranties. As of the time when each of its Accounts is established, each Assignor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, represent the genuine, legal, valid and binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true and valid obligations, enforceable in accordance with their respective terms, and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.