Common use of REPRESENTATIONS AND WARRANTIES OF DEBTOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, and, so long as this Security Agreement is in effect, shall be deemed continuously to represent and warrant that: (a) Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest and the Permitted Liens; (b) Debtor is authorized to enter into this Security Agreement; (c) any and all trade names, division names, assumed names or other names under which Debtor transacts any part of its business are specified in an appropriate schedule hereto; Debtor's business address and chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, and Debtor's records concerning the Collateral are kept at one of the addresses specified above; (d) each Account, General Intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it ("Account Debtor"); and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against any Agent or any Lender, whether in any proceeding to enforce the Collateral or otherwise; (e) the amounts represented from time to time by Debtor to American Collateral Agent as owing by each Account Debtor or by all Account Debtors will be and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregate, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; (g) any Collateral which is a Fixture is owned by Debtor or by the person or persons named in the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account or letter of credit is specifically described on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule hereto.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, and, and so long as this Security Agreement is in effect, any Indebtedness remains unpaid shall be deemed continuously to represent and warrant warrant, that: : (a) Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest and the except as shown on Schedule 3(a) annexed hereto (collectively, "Permitted Liens; Encumbrances"), if any; (b) Debtor is duly organized and validly existing under the laws of the State of New York and is duly qualified and in good standing in every jurisdiction in which failure to do so qualified would have a material adverse effect on its business or assets; (c) Debtor is authorized to enter into this Security Agreement; (c) any Agreement and all trade namesthe execution, division namesdelivery and per ormance of this Agreement by Debtor will not violate, assumed names or be in contravention of, Debtor's certificate of incorporation, by-laws, or other names under corporate documents or any indenture, agreement or undertaking to which Debtor transacts any part of its is a party or by which Debtor may be bound; (d) Debtor is engaged in business are specified in an appropriate schedule heretooperations; Debtor's business address and chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are is specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, first paragraph of this Agreement; and Debtor's records concerning the Collateral are kept at one of the addresses specified above; on Schedule 3(e) of this Agreement; (de) each AccountAll of the Collateral is located at one of the addresses specified on Schedule 3(e) to this Agreement; (f) Any and all tradenames, General Intangible division names, assumed names and other names under which Debtor transacts any part of its business are specified on Schedule 3(f) annexed hereto, if any; (g) Each account, general intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it ("Account Debtor"); and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against any Agent or any Lender, whether in any proceeding to enforce the Collateral or otherwise; and (eh) the amounts The amount represented from time to time by Debtor to American Collateral Agent Secured Party as owing by each Account Debtor or by all Account Debtors will be and are is the correct amounts amount actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregateDebtors, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; (g) any Collateral which is a Fixture is owned by Debtor or by the person or persons named in the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account or letter of credit is specifically described on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule hereto.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, and, so long as this Security Agreement is in effect, shall be deemed continuously to represent and warrant that: (a) Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest and the Permitted Liensexcept as specified in an appropriate schedule hereto; (b) Debtor is authorized to enter into this Security Agreement; (c) any and all trade namestradenames, division names, assumed names or other names under which Debtor transacts any part of its business are specified in an appropriate schedule hereto; , Debtor's business address and chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, and Debtor's records concerning the Collateral are kept at one of the addresses specified above; (d) each Account, General Intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it ("Account Debtor"); , and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against any Agent or any LenderSecured Party, whether in any proceeding to enforce the Collateral or otherwise; (e) the amounts represented from time to time by Debtor to American Collateral Agent Secured Party as owing by each Account Debtor or by all Account Debtors will be and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregate, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; and (g) any Collateral which is a Fixture is affixed to real property at Debtor's address specified above or as specified in an appropriate schedule hereto, and such real property is owned by Debtor or by the person or persons named in such schedule and is encumbered only by the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account mortgage or letter of credit is specifically described mortgages listed on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule heretosuch schedule.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, warrants and, so long as this Security Agreement is in effectany Indebtedness remains unpaid, shall be deemed continuously to represent and warrant that: (a) Debtor is the owner of the Collateral free of all security interests interests, adverse claims or other encumbrances, except the Security Interest and prior security interests in Debtor's Collateral and accounts receivable, held by those parties previously disclosed to Secured Parties, attached hereto as Exhibit "1". Secured Parties hereby acknowledge that the Permitted Lienssecurity interest granted herein shall be subordinate to those security interests included in Exhibit 1 previously granted by Debtor; (b) Debtor is authorized to enter into this Security AgreementAgreement and this Security Agreement is not in contravention of any law or any indenture, agreement or undertaking to which Debtor is a party or by which it is bound; (c) any Debtor is duly organized and existing under the laws of the state of Pennsylvania and in good standing and authorized to do business in all trade names, division names, assumed names or other names under states in which Debtor transacts any part of its is doing business; (d) Debtor is engaged in business are specified in an appropriate schedule hereto; operations, Debtor's business address and is carried on, Debtor's chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, is located and Debtor's records concerning the Collateral are kept at one of the addresses address specified above and the Collateral is located at the address specified above; (de) each Account, Chattel Paper, Document, Instrument, General Intangible Intangible, which is an outstanding obligation, and Chattel Paper constituting Collateral Contract is genuine and enforceable in accordance with its terms against the party obligated to pay it ("Account Debtor"); and no (f) any amounts represented by Debtor to Secured Parties as owing by each or any Account Debtor has is the correct amount owing, not subject to any defense, setoffoffset, claim or counterclaim against Debtor which can be asserted against any Agent or any Lender, whether in any proceeding to enforce the Collateral or otherwiseDebtor; (e) the amounts represented from time to time by Debtor to American Collateral Agent as owing by each Account Debtor or by all Account Debtors will be and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregate, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; (g) any the Collateral which is a Fixture is owned by Debtor or by the person or persons named in the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account or letter of credit is specifically described on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule heretoshall be used exclusively for business purposes.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, and, so long as this Security Agreement is in effect, shall be deemed continuously to represent and warrant that: (a) Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest and the Permitted Liensexcept as specified in an appropriate schedule hereto; (b) Debtor is authorized to enter into this Security Agreement; (c) any and all trade namestradenames, division names, assumed names or other names under which Debtor transacts any part of its business are specified in an appropriate schedule hereto; Debtor's business address and chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, and Debtor's records concerning the Collateral are kept at one of the addresses specified above; (d) each Account, General Intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it ("Account Debtor"); and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against any Agent or any LenderSecured Party, whether in any proceeding to enforce the Collateral or otherwise; (e) the amounts represented from time to time by Debtor to American Collateral Agent Secured Party as owing by each Account Debtor or by all Account Debtors will be and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregate, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; and (g) any Collateral which is a Fixture is affixed to real property at Debtor's address specified above or as specified in an appropriate schedule hereto, and such real property is owned by Debtor or by the person or persons named in such schedule and is encumbered only by the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account mortgage or letter of credit is specifically described mortgages listed on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule heretosuch schedule.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby represents and warrantswarrants that: 4.1 If Debtor is a corporation, andlimited liability company, so long as this Security Agreement partnership or trust, it (i) is duly organized, validly existing and in good standing under the laws of the state in which it is organized; (ii) is qualified to do business and is in effect, shall be deemed continuously to represent and warrant that: (a) good standing under the laws of the state in which the 4.2 Debtor is the owner of the Collateral free of all security interests or other encumbrances, encumbrances except the Security Interest and no financing statement covering the Permitted Liens; (b) Collateral is filed or recorded in any public office. 4.3 The Collateral is, and is intended to be, used, produced or acquired by Debtor for use primarily for the purpose marked in Section 3 above. The address of Debtor set forth at the beginning of this Agreement is authorized to enter into this Security Agreement; (c) any and all trade names, division names, assumed names or other names under which Debtor transacts any part of its business are specified in an appropriate schedule hereto; Debtor's business address and the chief executive office of Debtor or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction residence if Debtor is an individual without an office. If a portion of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, and Debtor's records concerning the Collateral are kept at one of is or will become a fixture, it will be affixed to the addresses specified real property as described above; (d) each Account. 4.4 Each account, General Intangible and Chattel Paper constituting chattel paper or general intangible included in the Collateral is genuine and enforceable in accordance with its terms against the party named therein who is obligated to pay it the same (hereinafter called "Account DebtorObligor"), and the security interests that are part of each item of chattel paper included in the Collateral are valid, first and prior perfected security interests. Each Obligor is solvent, and the amount that Debtor has represented to Secured Party as owing by each Obligor is the amount actually and unconditionally owing by that Obligor, without deduction except for normal cash discounts where applicable; and no Account Debtor Obligor has any defense, setoff, claim or counterclaim against Debtor which that can be asserted against any Agent or any Lender, Secured Party whether in any proceeding to enforce the Collateral Security Interest or otherwise; (e) the amounts represented from time to time by Debtor to American Collateral Agent as owing by each Account Debtor or by all Account Debtors will be . Each document, instrument and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and chattel paper included in the aggregate, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine complete and regular on its face and free from evidence of forgery or alteration. No default has occurred in all respects what it purports to be; (g) connection with any Collateral which is a Fixture is owned by Debtor instrument, document or by the person or persons named chattel paper included in the Credit Agreement; (h) any Collateral which Collateral, no payment in connection therewith is a Deposit Accountoverdue and no presentment, Commodity Account, Securities Account dishonor or letter of credit is specifically described on an appropriate schedule hereto or protest has occurred in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule heretoconnection therewith.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, and, so long as this Security Agreement is in effect, shall be deemed continuously to represent and warrant that: : (a) Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest and the Permitted Liens; ; (b) Debtor is authorized to enter into this Security Agreement; ; (c) any and all corporate names (including French versions thereof), trade names, division names, assumed names or other names under which Debtor transacts any part of its business the Business are specified in an appropriate schedule Schedule A hereto; Debtor's business address and chief executive office or principal place of business, registered office according to its constating documents, domicile (within the meaning of the Civil Code of Quebec), all warehouses and premises where Collateral is stored or located are specified above or on an appropriate schedule in Schedule A hereto; Debtor's form and State province or jurisdiction of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule A hereto, and Debtor's records concerning the Collateral are kept at one of the addresses specified above; ; (d) each Account, General Intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it such claim ("Account Debtor"); and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against any Agent Canadian Lender or any LenderCanadian Collateral Agent, whether in any proceeding to enforce the Collateral or otherwise; ; (e) the amounts represented from time to time by Debtor to American Canadian Collateral Agent as owing by each Account Debtor or by all Account Debtors will be and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregate, except for normal cash discounts where applicable; ; (f) each Instrument and each Document document constituting Collateral is genuine and in all respects what it purports to be; ; (g) any Collateral which is a Fixture fixture is owned by Debtor or by the person or persons named in the Credit Agreement; Agreement is specifically described on Schedule A hereto; (h) any Collateral which is a Deposit Accountdeposit account, Commodity Accountcommodity account, Securities Account securities account or letter of credit is specifically described on an appropriate schedule in Schedule A hereto or in the Credit Agreement; and ; (i) any Collateral which is Inventory is located at one of the addresses specified on in Schedule A hereto; and (j) all Inventory purchased by Debtor is purchased free and clear of any and all Liens and other adverse claims other than unpaid suppliers' rights to repossess goods under Section 81.1 of the Schedule hereto.Bankruptcy and Insolvency Act (Canada) and such suppliers' substantially similar rights under the Civil Code of Quebec;

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, ,and, so long as this Security Agreement is in effect, shall be deemed continuously to represent and warrant that: (a) Debtor is the owner of the Collateral free of all security interests interest or other encumbrances, except the Security Interest and the Permitted Liensexcept as specified in an appropriate schedule hereto; (b) Debtor is authorized to enter into this Security Agreement; (c) any and all trade namestradenames, division names, assumed names or other names under which Debtor transacts any part of its business are specified in an appropriate schedule hereto; , Debtor's ’s business address and chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, and Debtor's ’s records concerning the Collateral are kept at one of the addresses specified above; (d) each Account, General Intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it ("Account Debtor"); , and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against any Agent or any LenderSecured Party, whether in any proceeding to enforce the Collateral or otherwise; (e) the amounts represented from time to time by Debtor to American Collateral Agent Secured Party as owing by each Account Debtor or by all Account Debtors will be and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregate, except for normal cash discounts where applicable; , (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; and (g) any Collateral which is a Fixture is affixed to real property at Debtor’s address specified above or as specified in an appropriate schedule hereto, and such real property is owned by Debtor or by the person or persons named names in such schedule and is encumbered only by the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account mortgage or letter of credit is specifically described mortgages listed on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule heretosuch scheduled.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, and, and so long as this Security Agreement is in effect, any Indebtedness remains unpaid shall be deemed continuously to represent and warrant warrant, that: : (a) Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest and the except as shown on Schedule 3(a) annexed hereto (collectively, "Permitted Liens; Encumbrances"), if any; (b) Debtor is duly organized and validly existing under the laws of the State of New York and is duly qualified and in good standing in every jurisdiction in which failure to do so qualified would have a material adverse effect on its business or assets; (c) Debtor is authorized to enter into this Security Agreement; (c) any Agreement and all trade namesthe execution, division namesdelivery and performance of this Agreement by Debtor will not violate, assumed names or be in contravention of, Debtor's certificate of incorporation, by-laws, or other names under corporate documents or any indenture, agreement or undertaking to which Debtor transacts any part of its is a party or by which Debtor may be bound; (d) Debtor is engaged in business are specified in an appropriate schedule heretooperations; Debtor's business address and chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are is specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule hereto, first paragraph of this Agreement; and Debtor's records concerning the Collateral are kept at one of the addresses specified above; on Schedule 3(e) of this Agreement; (de) each AccountAll of the Collateral is located at one of the addresses specified on Schedule 3(e) to this Agreement; (f) Any and all tradenames, General Intangible division names, assumed names and other names under which Debtor transacts any part of its business are specified on Schedule 3(f) annexed hereto, if any; (g) Each account, general intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it ("Account Debtor"); and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against any Agent or any Lender, whether in any proceeding to enforce the Collateral or otherwise; and (eh) the amounts The amount represented from time to time by Debtor to American Collateral Agent Secured Party as owing by each Account Debtor or by all Account Debtors will be and are is the correct amounts amount actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregateDebtors, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; (g) any Collateral which is a Fixture is owned by Debtor or by the person or persons named in the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account or letter of credit is specifically described on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule hereto.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants, ---------------------------------------- warrants and, so long as this Security Agreement is in effectany portion of the Indebtedness remains unpaid, shall be deemed continuously to represent and warrant that: (a) : 3.01 Debtor is the owner of the Collateral free of all security interests or other encumbrances, encumbrances and claims of third persons except the Security Interest and except for the Permitted Liens; (b) security interest described in Exhibit "A" attached hereto; 3.02 Debtor is authorized to enter into this Security Agreement; (c) any Agreement and all trade namesinto the transactions evidenced by the Note and the Loan Documents; 3.03 The Collateral is used or bought for use primarily in business operations; 3.04 Each document of title, division namesinstrument, assumed names or other names under which Debtor transacts any part account, item of its business are specified in an appropriate schedule hereto; Debtor's business address and chief executive office or principal office are specified above or on an appropriate schedule hereto; Debtor's form and State or jurisdiction of organization are specified in an appropriate schedule hereto, Debtor's Tax ID Number and Organizational Number, if any, are specified on the Schedule heretochattel paper, and Debtor's records concerning general intangible constituting the Collateral are kept at one of the addresses specified above; (d) each Account, General Intangible and Chattel Paper constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay it the same (the "Account Debtor"); ; 3.05 The amount represented by Debtor to Secured Party as owing by each Account Debtor and by all the Account Debtors is the correct amount actually and unconditionally owing by such Account Debtor(s), except for normal cash discounts where applicable; 3.06 To the best knowledge and belief of Debtor, no Account Debtor has any defense, setoffset-off, claim or counterclaim against Debtor which can be asserted against any Agent or any LenderSecured Party, whether in any proceeding to enforce the Collateral Security Interest or otherwise; (e; 3.07 Debtor is engaged in business operations which are carried on at the address(es) the amounts represented from time to time by Debtor to American Collateral Agent as owing by each Account Debtor or by all Account Debtors will be and are the correct amounts actually and unconditionally owing by such Account Debtor or Debtors individually and in the aggregate, except for normal cash discounts where applicable; (f) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be; (g) any Collateral which is a Fixture is owned by Debtor or by the person or persons named in the Credit Agreement; (h) any Collateral which is a Deposit Account, Commodity Account, Securities Account or letter of credit is specifically described on an appropriate schedule hereto or in the Credit Agreement; and (i) any Collateral which is Inventory is located at one of the addresses specified on the Schedule heretofirst page of this Agreement; 3.08 Debtor's records concerning that part of the Collateral constituting accounts or chattel paper are kept at the address specified on the first page hereof, which is Debtor's chief executive office and principal place of business. 3.09 Debtor owns and/or has rights in all goods which are described in all documents of title which are part of the Collateral, as described in such documents of title, and such goods are free and clear of all security interests and encumbrances and claims of third persons except for the Security Interest or as otherwise stated herein.