Common use of Representations and Covenants Regarding the Collateral Clause in Contracts

Representations and Covenants Regarding the Collateral. The Companies represent, warrant, and covenant to the best of their knowledge and in good (a) except for the security interests and liens granted hereby, and subject to the provisions of subsection 5.5 hereof, one or more of the Companies are, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, and interests, and no security agreement, financing statement, equivalent security, or lien instrument, or continuation statement covering any of the Collateral is on file or of record in any public office, (b) the Companies shall not create, permit, or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in, or lien or encumbrance upon the Collateral except the security interests granted hereby and subject to the provisions of subsection 5.5 hereof, and shall defend the right, title, and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; (c) the Companies' principal place of business and chief executive office is located at the address set forth in subsection 9.3 of this Agreement; the Collateral, to the extent possible, and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; and the Companies have no other places of business or place where the Collateral is located except 6954 Americana Parkway, Reynoldsburg, O▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇g, Te▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ High Street, Suite 2410, Colu▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; (▇) ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ less frequently than annually the Companies shall provide the Bank with an updated report disclosing the location(s) of the Collateral and of any records pertaining thereto; (e) at least thirty (30) days prior to the occurrence of any of the following events, the Companies shall deliver to the loan officer who is handling the Companies' Obligations on behalf of the Bank written notice of such impending events: (i) a change in and of the Companies' principal place of business or chief executive office; (ii) the opening or closing of any place of the Companies' name, identity or corporate structure; (f) each of the Accounts is based on an actual and bona fide sale and delivery of goods or services or extension of credit, and the Companies believe that the Companies' Account Debtors have accepted the goods or services, owe and are obligated to pay the full amounts reflected in the invoices, according to the terms thereof; and (g) any and all taxes and fees relating to the Companies' businesses shall be the Companies' sole responsibility, the Companies shall pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts, other than taxes which are not then due or which are being contested in good faith and for which adequate reserves have been allocated in accordance with generally accepted accounting principles consistently applied.

Representations and Covenants Regarding the Collateral. The Companies represent, warrant, and covenant to the best of their knowledge and in goodgood faith as follows: (a) except for the security interests and liens granted hereby, and subject to the provisions of subsection subsections 5.5 hereofand 3.1 hereof or as otherwise approved by the Bank with respect to specific items of Collateral (e.g., for rights of first refusal, put and call options and similar interests) one or more of the Companies are, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, and interests, and no security agreement, financing statement, equivalent security, or lien instrument, or continuation statement covering any of the Collateral is on file or of record in any public office, (b) the Companies shall not create, permit, or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in, or lien or encumbrance upon the Collateral except the security interests granted hereby and subject to the provisions of subsection 5.5 hereof, and shall defend the right, title, and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; (c) the Companies' principal place of business and chief executive office is located at the address set forth in subsection 9.3 of this Agreement; the Collateral, to the extent possible, and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; and the Companies have no other places of business or place where the Collateral is located except 6954 Americana Parkway▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Reynoldsburg▇▇▇▇▇▇▇▇▇▇▇▇, O▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇Free▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇g▇, Te▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ d the Huntington Center, 41 S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ High Street, Suite 2410, Colu▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; (▇) ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ from time to time and in no event less frequently than annually the Companies shall provide the Bank with an updated report disclosing the location(s) of the Collateral and of any records pertaining thereto; (e) at least thirty (30) days prior to the occurrence of any of the following events, the Companies shall deliver to the loan officer who is handling the Companies' Obligations on behalf of the Bank written notice of such impending events: (i) a change in and of the Companies' principal place of business or chief executive office; (ii) the opening or closing of any place of the Companies' name, identity or corporate structure; (f) each of the Accounts is based on an actual and bona fide sale and delivery of goods or services or extension of credit, and the Companies believe that the Companies' Account Debtors have accepted the goods or services, owe and are obligated to pay the full amounts reflected in the invoices, according to the terms thereof; and (g) any and all taxes and fees relating to the Companies' businesses shall be the Companies' sole responsibility, the Companies shall pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts, other than taxes which are not then due or which are being contested in good faith and for which adequate reserves have been allocated in accordance with generally accepted accounting principles consistently applied.terms