Common use of REPRESENTATIONS AND WARRANTIES OF DEBTOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby represents and warrants to Secured Party that (a) Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse Lien except as permitted under the Loan Agreement; (b) except for such financing statements identified on Exhibit C hereto and such financing statements relating to Liens against Debtor specifically described in and permitted by the Loan Agreement, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) all additional information, representations and warranties contained in Exhibit B attached hereto and made a part hereof are true, accurate and complete in all material respects on the date hereof; and (d) there are no restrictions upon the voting rights or the transfer of all or any of the Pledged Securities (other than as may appear on the face of any certificate evidencing any of the Pledged Securities or as may be imposed by any state or local agency or government) and Debtor has the right to vote, pledge, grant the Security Interest in and otherwise transfer the Pledged Securities free of any encumbrances (other than applicable restrictions imposed by any state or local agency or government or Federal or state securities laws or regulations).

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby represents and warrants to Secured Party that (a) Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse Lien except as permitted under the Loan Agreement; (b) except for such financing statements identified on Exhibit EXHIBIT C hereto and such financing statements relating to Liens against Debtor specifically described in and permitted by the Loan Agreement, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) all additional information, representations and warranties contained in Exhibit EXHIBIT B attached hereto and made a part hereof are true, accurate and complete in all material respects on the date hereof; and (d) there are no restrictions upon the voting rights or the transfer of all or any of the Pledged Securities (other than as may appear on the face of any certificate evidencing any of the Pledged Securities or as may be imposed by any state or local agency or government) and Debtor has the right to vote, pledge, grant the Security Interest in and otherwise transfer the Pledged Securities free of any encumbrances (other than applicable restrictions imposed by any state or local agency or government or Federal or state securities laws or regulations).

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants to the Agent and the Secured Party Parties that (a) the Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the sole legal and beneficial owner of the Collateral free from any adverse Lien lien, security interest, encumbrance or restrictions on transfer except as permitted hereunder or under the Credit Agreement or under any other Loan AgreementDocument; (b) except for such financing statements identified on Exhibit C hereto and such financing statements relating to Liens against Debtor specifically described as specified in and permitted by the Loan Credit Agreement, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) all additional information, representations and warranties contained in Exhibit EXHIBIT B attached hereto as to the Debtor and made a part hereof are true, accurate and complete in all material respects on the date hereof; and (d) there are no restrictions upon the voting rights or the transfer of all or any of the Pledged Securities (other than as may appear on and the face of any certificate evidencing any of the Pledged Securities or as may be imposed by any state or local agency or government) and Debtor has the right to vote, pledge, grant the Security Interest a security interest in and otherwise transfer the Pledged Securities owned by it free of any encumbrances (other than applicable restrictions imposed by any Federal, state or local agency or government authorities, or Federal or state securities laws or regulations).; and (e) the Pledged Securities are duly and validly issued, fully paid and nonassessable, and each certificate or instrument evidencing the Pledged Securities is issued in the name of the Debtor as described on EXHIBIT A.

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby represents and warrants to Secured Party that as follows: (a) That Debtor is, or to is the extent that certain valid and lawful owner of all of the Collateral is to be acquired after the date hereofCollateral, will be, the owner of the Collateral free from any and all adverse Lien except as permitted under the Loan Agreement; liens, security interests or encumbrances; (b) except for All Accounts (i) represent complete bona fide transactions with customers in the ordinary course of Debtor's business which require no further act under any circumstances on Debtor's part to make such financing statements identified on Exhibit C hereto and such financing statements relating to Liens against Debtor specifically described in and permitted Accounts payable by the Loan account debtors, (ii) to the best of Debtor's knowledge, are not subject to any present, future or contingent offsets, disputes or counterclaims, (iii) do not represent bill and hold sales, consignment sales, guaranteed sales, sale or re▇▇▇▇ or other similar understandings or obligations of any affiliate or subsidiary of Debtor, (iv) to the best of Debtor's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable under any Accounts and (v) Debtor has no knowledge that any customer is unable generally to pay its debts as they become due. (c) That Debtor has full right, power and authority to grant to Secured Parties the Security Interests pursuant to the terms of this Agreement, and that, except as set forth in this Agreement, the Security Interests do not conflict with any rights of any other persons or any commitments of Debtor to any other persons; (d) That no financing statement covering any of the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) all additional information, representations and warranties contained in Exhibit B attached hereto and made a part hereof are true, accurate and complete in all material respects on the date hereof; and (d) there are no restrictions upon the voting rights or the transfer of all or any of the Pledged Securities (other than as may appear on the face of any certificate evidencing any of the Pledged Securities or as may be imposed by any state or local agency or government) and Debtor has the right to vote, pledge, grant the Security Interest in and otherwise transfer the Pledged Securities free of any encumbrances (other than applicable restrictions imposed by any state or local agency or government or Federal or state securities laws or regulations).

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby --------- ---------------------------------------- represents and warrants to Secured Party that (a) Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse Lien except as permitted under the Loan Agreement; (b) except for such financing statements identified on Exhibit C hereto and such financing statements relating to Liens against Debtor specifically described in and permitted by the Loan Agreement, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) all additional information, representations and warranties contained in Exhibit B --------- attached hereto and made a part hereof are true, accurate and complete in all material respects on the date hereof; and (d) there are no restrictions upon the voting rights or the transfer of all or any of the Pledged Securities (other than as may appear on the face of any certificate evidencing any of the Pledged Securities or as may be imposed by any state or local agency or governmentgovernment or Federal or State securities laws) and Debtor has the right to vote, pledge, grant the Security Interest in and otherwise transfer the Pledged Securities free of any encumbrances (other than applicable restrictions imposed by any state or local agency or government or Federal or state securities laws or regulations).

REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants to the Secured Party that (a) the Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse Lien except as permitted under lien, security interest or encumbrance (other than liens in favor of Setal 2, LLC (the Loan Agreement“Senior Secured Party”)); (b) except for such financing statements identified as may be described on Exhibit C B attached hereto and such financing statements relating to Liens against Debtor specifically described in and permitted by the Loan Agreementmade a part hereof, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) all additional information, representations and warranties contained in Exhibit B C attached hereto and made a part hereof are true, accurate and complete in all material respects on the date hereof; and (d) there are no restrictions upon the voting rights or the transfer of all or any of the Pledged Securities (other than as those (i) in favor of the Senior Secured Party, (ii)which may appear on the face of any the certificate evidencing any of the Pledged Securities thereof or (iii) as may be imposed by any federal, state or local agency or governmentauthorities) and the Debtor has the right to vote, pledge, or grant the Security Interest a security interest in and otherwise transfer the Pledged Securities free of any encumbrances (other than (i) the pledge in favor of the Senior Secured Party, (ii) applicable restrictions imposed by any federal, state or local agency authorities, or government or (iii) Federal or state securities laws or regulations).

REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor hereby represents and warrants to Secured Party that (a) Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse Lien except as permitted under the Loan Agreement; (b) except for such financing statements identified on Exhibit C hereto and such financing statements relating to Liens against Debtor specifically described in and permitted by the Loan Agreement, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; (c) all additional information, representations and warranties contained in Exhibit B the Perfection Certificate attached hereto as EXHIBIT B and made a part hereof are true, accurate and complete in all material respects on the date hereof; , and (d) there are no restrictions upon the voting rights or the transfer of all or any of the Pledged Securities (other than as may appear on the face of any certificate evidencing any of the Pledged Securities or as may be imposed by any state or local agency or government) and Debtor has the right to vote, pledge, grant the Security Interest in and otherwise transfer the Pledged Securities free of any encumbrances (other than applicable restrictions imposed by any state or local agency or government or Federal or state securities laws or regulations).