Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents and warrants to, and covenants with, Secured Party as follows: (a) Debtor is and will be the owner of the Collateral and no Lien other than Permitted Liens exists or will exist upon such Collateral at any time. (b) This Agreement is effective to create in favor of Secured Party a valid security interest in and Lien upon all of Debtor's right, title and interest in and to the Collateral and, upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule 1 attached hereto, such security interest will be duly perfected in all of the Collateral (other than Instruments not constituting Chattel Paper, Investment Property, deposit accounts and cash), and upon delivery of the Instruments to Secured Party, duly endorsed by Debtor or accompanied by appropriate instruments of transfer duly executed by Debtor, the security interest in the Instruments will be duly perfected. (c) All of the Equipment, Inventory and Goods is located at the places specified on Schedule 1 attached hereto. Except as disclosed on Schedule 1, none of the Collateral is in the possession of any bailee, warehouseman, processor or consignee. The chief place of business, chief executive office and the office where Debtor keeps its books and records are located at the place specified on Schedule 1. Debtor does not do business and has not done business under any trade name or fictitious business name except as disclosed on Schedule 2 attached hereto. (d) No Copyrights, Patents or Trademarks have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of the Copyrights, Patents and Trademarks is valid and enforceable. Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Copyrights, patents and Trademarks, free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shop rights and covenants by Debtor not to sue ▇▇▇rd persons. Debtor has adopted, used or is currently using, or has a current bona fide intention to use, all of the Trademarks and Copyrights. Debtor has no notice of any suits or actions commenced or threatened with respect to the Copyrights, Patents or Trademarks. The Copyrights, Patents and Trademarks listed on Schedules 3, 4 and 5, respectively, constitute all of the Copyrights, Patents and Trademarks owned by Debtor as of the date hereof. (e) All information heretofore, herein or hereafter furnished to Secured Party by or on behalf of Debtor with respect to the Collateral and the Account Debtors is and will be accurate and complete in all material respects.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor --------------------------------------------------- represents and warrants to, and covenants with, the Secured Party as follows: (a) Debtor is and will be the owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after-acquired Collateral, to Debtor's acquiring the same) and no Lien other than Permitted Liens exists or will exist upon such Collateral at any time.; (b) This the pledge and security interest granted hereunder in favor of the Secured Party is a first priority (subject to Permitted Liens) perfected pledge and security interest in and to all of the Collateral (subject, with respect to after-acquired Collateral, to Debtor's acquiring the same); (c) the Pledged Stock evidenced by the certificates identified in Exhibit I hereto is, and all other Pledged Stock in which Debtor shall --------- hereafter grant a security interest pursuant to Section 3 hereof will be, duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Stock is or will be subject to any contractual restriction, or any restriction under the charter or by-laws of the issuer of such Pledged Stock, upon the transfer of such Pledged Stock (except for any such restriction contained herein or in the other Loan Documents); (d) the Pledged Instruments identified in Exhibit I hereto constitute --------- all of the Instruments owned by Debtor on the date hereof (whether or not registered in the name of Debtor) and Exhibit I correctly identifies, as of --------- the date hereof, the issuer of each Pledged Instrument, the date of issuance thereof, the original amount thereof, the due date thereof and the outstanding balance thereof; (e) all existing collateral is located at the addresses set forth in Schedule 1 hereto, and this Agreement is effective to create in favor of Secured Party a valid security interest in and Lien upon all of the Debtor's right, title and interest in and to the Collateral Collateral, and, upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule 1 2 attached hereto, and upon delivery of ---------- the Pledged Stock and the Pledged Instruments to the Secured Party, duly endorsed by Debtor or accompanied by stock powers or other appropriate instruments of transfer duly executed by Borrower, such security interest will be duly perfected in all the Collateral; and (f) Debtor agrees to deliver to the Secured Party all certificates evidencing any shares of capital stock and all Instruments which Debtor acquires after the Collateral (other than Instruments not constituting Chattel Paper, Investment Property, deposit accounts and cash), and upon delivery date of the Instruments to Secured Partythis Agreement, duly endorsed by Debtor in blank or accompanied by appropriate stock powers or other instruments of transfer duly executed in blank by the Debtor, promptly (and in any event within five (5) days) upon the security interest in Debtor's receipt thereof, and, upon request from the Instruments will be duly perfected. (c) All of the EquipmentSecured Party, Inventory and Goods is located at the places specified on Schedule 1 attached hereto. Except as disclosed on Schedule 1, none of the Collateral is in the possession of any bailee, warehouseman, processor or consignee. The chief place of business, chief executive office and the office where Debtor keeps its books and records are located at the place specified on Schedule 1. Debtor does not do business and has not done business under any trade name or fictitious business name except as disclosed on Schedule 2 attached hereto. (d) No Copyrights, Patents or Trademarks have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of the Copyrights, Patents and Trademarks is valid and enforceable. Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Copyrights, patents and Trademarks, free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shop rights and covenants by Debtor not to sue ▇▇▇rd persons. Debtor has adopted, used or is currently using, or has a current bona fide intention to use, all of the Trademarks and Copyrights. Debtor has no notice of any suits or actions commenced or threatened with respect to the Copyrights, Patents or Trademarks. The Copyrights, Patents and Trademarks listed on Schedules 3, 4 and 5, respectively, constitute all of the Copyrights, Patents and Trademarks owned by Debtor as of the date hereof. (e) All information heretofore, herein or hereafter furnished also promptly deliver to Secured Party by or on behalf of Debtor with respect an updated Exhibit I to the Collateral and the Account Debtors is and will be accurate and complete in all material respects--------- this Agreement reflecting such additional Pledged Stock and/or Pledged Instruments.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents and warrants to, and covenants with, the Secured Party as follows: (a) Debtor is and will be the owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to Debtor acquiring the same) and no Lien lien other than Permitted Liens exists or will exist upon such Collateral at any time.; (b) This this Agreement is effective to create in favor of Secured Party for the benefit of the Secured Party a valid security interest in and Lien lien upon all of Debtor's right, title and interest in and to the Collateral Collateral, and, upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule 1 I attached hereto, such security interest will be duly perfected in all of the Collateral (other than Instruments not constituting Chattel PaperPaper prior to July 1, Investment Property, deposit accounts and cash2001), and upon delivery of the Instruments to the Secured PartyParty or its Representative, duly endorsed by Debtor or accompanied by appropriate instruments of transfer duly executed by Debtor, the security interest in the Instruments will be duly perfected.; (c) All all of the Equipment, Inventory and Goods owned by Debtor is located at the places as specified on Schedule 1 I attached hereto. Except as disclosed on Schedule 1I, none of the Collateral is in the possession of any bailee, warehousemanwarehousemen, processor or consignee. The chief place of business, chief executive office and the office where Debtor keeps its books and records are located at the place as specified on Schedule 1. I. Debtor (including any Person acquired by Debtor) does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule 2 II attached hereto.; (d) No no Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable enforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of the such Copyrights, Patents and Trademarks is valid and enforceable. Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the such Copyrights, patents Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by Debtor, free and clear of any liens, charges and encumbrances, including, including without limitation, limitation licenses, shop rights and covenants by Debtor not to sue ▇▇▇rd third persons. Debtor has adopteda▇▇▇ted, used or and is currently using, or has a current bona fide intention to use, all of the such Trademarks and Copyrights. Debtor has no notice of any suits or actions commenced or threatened with respect reference to the Copyrights, Patents or Trademarks. The Copyrights, Patents and Trademarks listed on Schedules 3, 4 and 5, respectively, constitute all of the Copyrights, Patents and Trademarks owned by Debtor as of the date hereof.it; (e) All information heretoforeDebtor agrees to deliver to the Secured Party an updated Schedule I, herein or hereafter furnished II, III, IV, V and/or VII within five (5) days of any change thereto; (f) all Deposit Accounts maintained by Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts unless Debtor shall have given Secured Party ten (10) Business Days' prior written notice of its intention to open any such new accounts. Debtor shall deliver to Secured Party by or on behalf a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Debtor hereby authorizes the financial institutions at which Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and Debtor hereby consents to such information being provided to Secured Party; (g) Debtor's Federal Employer Identification Number is listed below its signature on the Collateral and the Account Debtors is and will be accurate and complete in all material respectssignature pages hereto.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents and warrants to, and covenants with, the Secured Party as follows: (a) Debtor is and will be the owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to Debtor acquiring the same) and no Lien lien other than Permitted Liens exists or will exist upon such Collateral at any time.; (b) This this Agreement is effective to create in favor of Secured Party for the benefit of the Secured Party a valid security interest in and Lien lien upon all of Debtor's right, title and interest in and to the Collateral Collateral, and, upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule 1 I attached hereto, such security interest will be duly perfected in all of the Collateral (other than Instruments not constituting Chattel PaperPaper prior to July 1, Investment Property, deposit accounts and cash2001), and upon delivery of the Instruments to the Secured PartyParty or its Representative, duly endorsed by Debtor or accompanied by appropriate instruments of transfer duly executed by Debtor, the security interest in the Instruments will be duly perfected.; (c) All all of the Equipment, Inventory and Goods owned by Debtor is located at the places as specified on Schedule 1 I attached hereto. Except as disclosed on Schedule 1I, none of the Collateral is in the possession of any bailee, warehousemanwarehousemen, processor or consignee. The chief place of business, chief executive office and the office where Debtor keeps its books and records are located at the place as specified on Schedule 1. I. Debtor (including any Person acquired by Debtor) does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule 2 II attached hereto.; (d) No no Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, have been adjudged invalid or unenforceable enforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of the such Copyrights, Patents and Trademarks is valid and enforceable. Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the such Copyrights, patents Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by Debtor, free and clear of any liens, charges and encumbrances, including, including without limitation, limitation licenses, shop rights and covenants by Debtor not to sue ▇▇▇rd third persons. Debtor has adoptedad▇▇▇ed, used or and is currently using, or has a current bona fide intention to use, all of the such Trademarks and Copyrights. Debtor has no notice of any suits or actions commenced or threatened with respect reference to the Copyrights, Patents or Trademarks. The Copyrights, Patents and Trademarks listed on Schedules 3, 4 and 5, respectively, constitute all of the Copyrights, Patents and Trademarks owned by Debtor as of the date hereof.it; (e) All information heretoforeDebtor agrees to deliver to the Secured Party an updated Schedule I, herein or hereafter furnished II, III, IV, V and/or VII within five (5) days of any change thereto; (f) all Deposit Accounts maintained by Debtor are described on Schedule VI hereto, which description includes for each such account the name of the Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new Deposit Accounts unless Debtor shall have given Secured Party ten (10) Business Days' prior written notice of its intention to open any such new accounts. Debtor shall deliver to Secured Party by or on behalf a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Debtor hereby authorizes the financial institutions at which Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and Debtor hereby consents to such information being provided to Secured Party; (g) Debtor's Federal Employer Identification Number is listed below its signature on the Collateral and the Account Debtors is and will be accurate and complete in all material respectssignature pages hereto.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor --------------------------------------------------- represents and warrants to, and covenants with, Secured Party as follows: (a) Debtor is and will be the owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to Debtor acquiring the same) and no Lien lien other than Permitted Liens exists or will exist upon such Collateral at any time.; (b) This Agreement is effective to create in favor of Secured Party a valid security interest in and Lien upon all of Debtor's right, title and interest in and to the Collateral and, upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule 1 attached hereto, such security interest will be duly perfected in all of the Collateral (other than Instruments not constituting Chattel Paper, Investment Property, deposit accounts and cash), and upon delivery of the Instruments to Secured Party, duly endorsed by Debtor or accompanied by appropriate instruments of transfer duly executed by Debtor, the security interest in the Instruments will be duly perfected. (c) All of the Equipment, Inventory and Goods owned by Debtor is located at the places as specified on Schedule 1 I attached hereto. Except ---------- as disclosed on Schedule 1I, none of the Collateral is in the possession of ---------- any bailee, warehousemanwarehousemen, processor or consignee. The chief place of business, chief executive office and the office where Debtor keeps its books and records are located at the place as specified on Schedule 1. I. ---------- Debtor (including any Person acquired by Debtor) does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule 2 II attached ----------- hereto.; (dc) No no Copyrights, Patents or Trademarks listed on Schedules III, IV ----------------- and V, respectively, if any, have been adjudged invalid or unenforceable enforceable or ----- have been canceled, in whole or in part, or are not presently subsisting. Each of the such Copyrights, Patents and Trademarks is valid and enforceable. Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the such Copyrights, patents Patents and Trademarks, identified on Schedules III, IV and V, as applicable, as being owned by ----------------------- Debtor, free and clear of any liens, charges and encumbrances, including, including without limitation, limitation licenses, shop rights and covenants by Debtor not to sue ▇▇▇rd ▇ third persons. Debtor has adopted, used or and is currently using, or has a current bona fide intention to use, all of the such Trademarks and Copyrights. Debtor has no notice of any suits or actions commenced or threatened with respect reference to the Copyrights, Patents or Trademarks. The Copyrights, Patents and Trademarks listed on Schedules 3, 4 and 5, respectively, constitute all of the Copyrights, Patents and Trademarks owned by it. (d) Debtor as agrees to deliver to Secured Party an updated Schedule I, ----------- II, III, IV, V and/or VII within five (5) days of the date hereof.any change thereto. ------------------------- (e) All information heretofore, herein or hereafter furnished to Secured Party by or Debtor's Federal Employer Identification Number is listed below its signature on behalf of Debtor with respect to the Collateral and the Account Debtors is and will be accurate and complete in all material respectssignature pages hereto.