Common use of Representations, Warranties and Covenants of Grantor Clause in Contracts

Representations, Warranties and Covenants of Grantor. The Grantor makes the following representations, warranties and covenants: (a) the exact legal name of the Grantor and jurisdiction of organization of the Grantor are as first stated above; (b) except for the security interest of the Secured Party, Grantor is the owner of the Collateral free and clear of any encumbrance of any nature; (c) this Agreement has been duly authorized and executed by the Grantor and is a valid and binding agreement of the Grantor, enforceable against the Grantor in accordance with its terms; (d) the Grantor shall at all times defend the title to the Collateral against any and all persons and against all claims; (e) the Grantor acknowledges and agrees that this Agreement perfects, and is intended to perfect, the security interest in the Pledged Securities granted under this Agreement and the Security Agreement; if the Grantor is a corporation, limited liability company, limited partnership or other Registered Organization (as that term is defined in Article 9 of the UCC), the Grantor shall, at its expense, furnish to the Secured Party a certified copy of the Grantor’s organization documents verifying its correct legal name or, at the Secured Party’s election, shall permit the Secured Party to obtain such certified copy at the Grantor’s expense; and from time to time at Secured Party’s election, the Secured Party may obtain a certified copy of the Grantor’s organization documents and a search of such UCC filing offices, as it shall deem appropriate, at Grantor’s expense, to verify Grantor’s compliance with the terms of this Agreement; (f) the Grantor acknowledges that the Pledged Securities constitute part of the “Collateral” under this Agreement and the Security Agreement, and that delivery of the Cash Deposit pursuant to Section 4 hereof constitutes submission of the Cash Deposit to the Secured Party for purposes of the Financial Assurance Policy, the Security Agreement and this Agreement; (g) the Grantor shall execute and deliver any further writing, instrument or document, make any recording or filing and take any further action as may reasonably be requested from time to time by the Secured Party or the Issuer in order to evidence, effectuate, preserve the priority of, protect and perfect the Lien on the Collateral; and (h) the Grantor authorizes the Secured Party, if the Grantor fails to do so, to do all things required of the Grantor herein and charge all expenses incurred by the Secured Party in connection therewith to the Grantor together with interest thereon.

Representations, Warranties and Covenants of Grantor. The Grantor makes the following representations, warranties and covenants: (a) the exact legal name Except as otherwise set forth herein, none of the Grantor and jurisdiction of organization Collateral is or shall become subject to any lien, security interest or other encumbrance other than that of the Secured Party granted hereby, and Grantor are as first stated above; (b) except for agrees that it shall not transfer, convey or encumber any interest in or to the security interest Collateral without the prior express written consent of the Secured Party, except in accordance with the terms of the Note Purchase Agreement. Notwithstanding the foregoing, the Secured Party agrees that Grantor shall be permitted to license all and any part of the Content in the ordinary course of business in connection with distribution of the Content through third party web sites. It is expressly understood that portions of the owner Riddler Software may be necessary to accomplish any such Content distribution, but at no time is any Riddler Software licensed in a stand-alone manner for any use other than distributing the Content. Any such license of the Content granted by Grantor (any "License") shall be in writing and shall reserve all rights in Grantor except those reasonably necessary to effectuate the transaction in the ordinary course of business. (b) Grantor shall not take any action, or permit any action to be taken by others subject to Grantor's control, including licensees, or fail to take any action, or permit others subject to Grantor's control, including licensees, to fail to take any action, which would, in the case of any such actions or failures to act taken singly or together, materially adversely affect the validity, grant and enforceability of the Collateral free and clear of any encumbrance of any nature;herein. (c) During the term of this Agreement, all income, royalties, payments and damages due and payable to Grantor under the Collateral shall be paid to, and shall remain the property of, Grantor. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default under and as defined in this Agreement has been duly authorized or the Note Purchase Agreement, all income, royalty payments and executed damages, if any, received thereafter shall, on the demand of the Secured Party, be paid directly to the Secured Party and shall be applied by the Grantor and is a valid and binding agreement Secured Party on account of the Liabilities of Grantor, enforceable against . The Secured Party shall have the Grantor in accordance with its terms;right to notify payors to make their payments directly to the Secured Party upon the occurrence and during the continuance of an Event of Default under the Note Purchase Agreement. (d) Grantor agrees, upon the Grantor shall at all times defend reasonable request by the title Secured Party during the term of this Agreement, to the Collateral against execute, acknowledge and deliver any and all persons additional instruments and against all claims;documents which may be necessary or desirable to effect the purposes of this Agreement, such instruments and documents to be in a form reasonably acceptable to counsel for Grantor and the Secured Party. (e) Grantor shall promptly notify the Secured Party, in writing, of any suit, action, proceeding or counterclaim brought against Grantor acknowledges and agrees that this Agreement perfectsrelating to, concerned with, or materially adversely affecting the Collateral, and is intended to perfect, the security interest in the Pledged Securities granted under this Agreement and the Security Agreement; if the Grantor is a corporation, limited liability company, limited partnership or other Registered Organization (as that term is defined in Article 9 of the UCC), the Grantor shall, at its expenseon request, furnish deliver to the Secured Party a certified copy of the Grantor’s organization documents verifying its correct legal name orall pleadings, at the Secured Party’s electionpapers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall permit keep the Secured Party to obtain such certified copy at the Grantor’s expense; and from time to time at Secured Party’s election, the Secured Party may obtain a certified copy duly advised in writing of the Grantor’s organization documents and a search progress of any such UCC filing offices, as it shall deem appropriate, at Grantor’s expense, to verify Grantor’s compliance with the terms of this Agreement;suit. (f) Grantor shall use its commercially reasonable efforts to take such action, or to direct action to be taken by others subject to Grantor's control, in order to maintain insurance coverage on the Grantor acknowledges that tangible Collateral, and to maintain all Collateral in good working order in order to prevent harm to the Pledged Securities constitute part Collateral which may materially adversely affect the validity, grant and enforceability of the “Collateral” under this Agreement Secured Party's interest in the Collateral granted herein. (g) Grantor represents and the Security Agreement, and that delivery of the Cash Deposit pursuant to Section 4 hereof constitutes submission of the Cash Deposit warrants to the Secured Party for purposes of the Financial Assurance Policy, the Security Agreement and this Agreement; that (gi) the Grantor shall execute Grantor's principle place of business is located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and deliver any further writing, instrument or document, make any recording or filing (ii) the Collateral set forth on Exhibit B hereto is physically present at Grantor's principle place of business; and take any further action as may reasonably (iii) the Collateral will not be requested moved from time that location without notice to time by the Secured Party or the Issuer in order to evidence, effectuate, preserve the priority of, protect and perfect the Lien on the Collateral; and (h) the Grantor authorizes the Secured Party, if the Grantor fails to do so, to do all things required of the Grantor herein and charge all expenses incurred by the Secured Party in connection therewith to the Grantor together with interest thereonappropriate filings.

Representations, Warranties and Covenants of Grantor. The Grantor makes the following representationsrepresents, warranties warrants and covenantscovenants that: (a) the Grantor’s exact legal name is as set forth in the preamble of this Agreement and Grantor (i) is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, except where failure to qualify would not have a Material Adverse Effect, (iv) is at all times while this Agreement or any Loan Documents are in effect, shall be, or shall cause the Aircraft operated under United States registration to be registered in the name of a “citizen of the United States” within the meaning of the U.S. Transportation Code, as amended from time to time and recodified at Section 40102(a)(15) of Title 49 et seq, so long as any Obligations are due to Secured Party under the Loan Documents, (v) has not, within the previous six (6) years, changed its name, done business under any other names, changed its chief place of business from its present location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi) is not insolvent within the meaning of any applicable state or federal law; b) Grantor has full power, authority and legal right to enter into, and to perform its obligations under, each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement; c) The Loan Documents have been duly authorized, executed and delivered by Grantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); d) No approval, consent or withholding of objections is required from any governmental body, agency, authority or instrumentality or any other entity with respect to the entry into, or performance by, Grantor of any of the Loan Documents, except such as have already been obtained; e) The entry into, and performance by, Grantor of the Loan Documents will not (i) violate any of Grantor’s organizational documents, (ii) violate any judgment, order, law or regulation applicable to Grantor, except where such violation would not have a Material Adverse Effect, or (iii) result in any breach of, constitute a default under, or result in the creation of, any lien, claim or encumbrance on any of Grantor’s property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Grantor is a party; f) There are no suits or proceedings pending or, to Grantor’s knowledge, threatened in writing in court or before any commission, board or other administrative agency against or affecting Grantor which could, in the aggregate, have a Material Adverse Effect; g) All financial statements, if any, delivered to Secured Party in connection with the Obligations have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement there has been no material adverse change in Grantor’s financial condition or business prospects; h) Grantor is (or, if any Aircraft is to be acquired hereafter, will be) and will remain the sole lawful owner of each Aircraft and, except as otherwise consented to in writing by Secured Party and except as permitted under Section 8.6 hereof, Grantor will remain in sole, open and notorious possession of each Aircraft. Grantor has (or, if an Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to each Aircraft and power to dispose of each Aircraft, free and clear of all liens and encumbrances other than the lien evidenced by this Agreement and Permitted Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep each Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor will defend all Aircraft and the other Collateral against all claims and demands of all other persons claiming any interest therein; i) Grantor has filed or caused to be filed all required federal and material, state and local tax returns, and has paid or caused to be paid and will continue to pay all material taxes that are due and payable with respect to its business and assets (except if being contested in good faith and if adequate reserves for the payment thereof have been established). All sales, use, documentation or similar material taxes, fees or other charges due and payable on or prior to the date hereof with respect to the sale to and purchase by Grantor of any Aircraft have been paid in full. Grantor will promptly pay or cause to be paid all material taxes, license fees, assessments and public and private charges that are or may be levied or assessed on or against any Aircraft or the ownership or use thereof, or on this Agreement; j) Grantor is the registered owner of each Aircraft, as shown in the records of the Relevant Authority and, so long as any of the Obligations remain unpaid, Grantor will not impair such registration or cause it to be impaired, suspended or cancelled, nor will Grantor register any Aircraft under the laws of any country except the country of the Relevant Authority; k) Grantor will promptly notify Secured Party of any facts or occurrences which do or, by passage of time or otherwise, will constitute a breach of any of the above warranties and covenants it becomes aware of; l) Each of the Engines has more than 550 rated takeoff thrust horsepower or the equivalent of such horsepower. m) Except for (i) registration of each Aircraft with the Relevant Authority, (ii) filing and recording of this Agreement with the FAA, (iii) the filing of AC Form 8050-135 with respect to the International Interests assigned or created (or to be assigned or created in the case of Prospective Assignments or Prospective International Interests) in each Aircraft by this Agreement and effecting the registration of such interests with the International Registry, (iv) filing of a financing statement under the UCC, and (v) filing a personal property security interest in Canada if the Aircraft is registered in Canada, no further action, including any filing, registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party’s interest in any Aircraft as against Grantor and/or any other Person; n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for breach of warranty or otherwise, against any prior owner, any manufacturer, or any supplier of the Airframe, the Rotors, the Rotor Blades, the Accessories, any Engine, or any Parts; o) The Records have been kept, and Grantor will so long as any Obligations remain outstanding continue to keep the Records, in accordance with the requirements of the rules and regulations of any Relevant Authority, and industry standards. p) Except (i) as disclosed by that certain Phase I Environmental Site Assessment and Limited Compliance Review of ▇▇▇▇▇▇▇▇ Air-▇▇▇▇▇ Incorporated Central Point Oregon, prepared by ENVIRON International Corporation, Project No. 02-18298A and dated June 2007 and (ii) where failure to comply with such representation and warranty would not have a Material Adverse Effect, all properties of the Grantor and jurisdiction of organization of its use thereof comply in all material respects with all Environmental Laws, applicable zoning and use restrictions and with applicable laws and regulations relating to health, safety and the environment in all jurisdictions in which the Grantor are is doing business. Except (x) as first stated above; disclosed by that certain Phase I Environmental Site Assessment and Limited Compliance Review of ▇▇▇▇▇▇▇▇ Air-Crane Incorporated Central Point Oregon, prepared by ENVIRON International Corporation, Project No. 02-18298A and dated June 2007 and (by) except for the security interest where failure to comply with such representation and warranty would not have a Material Adverse Effect, no Hazardous Materials have been generated, manufactured, refined, transferred, stored, treated, transported, handled, managed, discharged or disposed of the Secured Party, Grantor is the owner of the Collateral free and clear of on any encumbrance of any nature; (c) this Agreement has been duly authorized and executed by the Grantor and is a valid and binding agreement property of the Grantor, enforceable against by the Grantor Grantor, or to Grantor’s knowledge, by any other Person except in accordance with its terms; (d) the Grantor shall at all times defend the title to the Collateral against any and all persons and against all claims; (e) the Grantor acknowledges and agrees that this Agreement perfects, and is intended to perfect, the security interest in the Pledged Securities granted under this Agreement and the Security Agreement; if the Grantor is a corporation, limited liability company, limited partnership or other Registered Organization (as that term is defined in Article 9 of the UCC), the Grantor shall, at its expense, furnish to the Secured Party a certified copy of the Grantor’s organization documents verifying its correct legal name or, at the Secured Party’s election, shall permit the Secured Party to obtain such certified copy at the Grantor’s expense; and from time to time at Secured Party’s election, the Secured Party may obtain a certified copy of the Grantor’s organization documents and a search of such UCC filing offices, as it shall deem appropriate, at Grantor’s expense, to verify Grantor’s compliance with the terms of this Agreement; (f) the Grantor acknowledges that the Pledged Securities constitute part of the “Collateral” under this Agreement and the Security Agreement, and that delivery of the Cash Deposit pursuant to Section 4 hereof constitutes submission of the Cash Deposit to the Secured Party for purposes of the Financial Assurance Policy, the Security Agreement and this Agreement; (g) the Grantor shall execute and deliver any further writing, instrument or document, make any recording or filing and take any further action as may reasonably be requested from time to time by the Secured Party or the Issuer in order to evidence, effectuate, preserve the priority of, protect and perfect the Lien on the Collateral; and (h) the Grantor authorizes the Secured Party, if the Grantor fails to do so, to do all things required of the Grantor herein and charge all expenses incurred by the Secured Party in connection therewith to the Grantor together with interest thereonapplicable laws.

Representations, Warranties and Covenants of Grantor. The Grantor makes a. GRANTOR warrants that they are the owner(s) in fee simple of the Property and that they have the exclusive right to sign this Agreement and convey the Property. b. To the best of GRANTOR’S knowledge and belief, GRANTOR represents, warrants and covenants to DISTRICT that the following representations, warranties are true as of the Agreement Date and covenantsshall be true as of the Close of Escrow: (ai) GRANTOR has not received notice of any material violation of any federal, state, DISTRICT or other governmental or quasi-governmental statute, ordinance, regulation or administrative or judicial order with respect to the exact legal name Property. (ii) There is no action, suit or proceeding, which is pending or threatened against the Property or any portion thereof relating to or arising out of the Grantor and jurisdiction of organization ownership or use of the Grantor are as first stated above;Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau, agency or other governmental instrumentality. (biii) except Except for such matters of record as may be disclosed in the security interest Title Report, or any amendment thereto issued prior to Close of Escrow, (i) there are no leases, licenses, prescriptive easements or other third party rights to use or occupy any portion of the Secured Party, Grantor is the owner Property; (ii) there are no adverse parties in possession of any portion of the Collateral free Property; and clear of (iii) there are no rights to purchase the Property or any encumbrance of portion thereof prior to those set forth herein which are held or claimed by any nature; (c) this Agreement has been duly authorized and executed by the Grantor and is a valid and binding agreement third party; or if there are any of the Grantorforegoing interests, enforceable against the Grantor in accordance with its terms; (d) the Grantor shall at all times defend the title to the Collateral against rights or claims, GRANTOR has disclosed any and all persons of them, and against all claims;shall provide to DISTRICT copies of any written agreements and other documents evidencing such matters. (eiv) As of the Close of Escrow, there shall be no unpaid bills or claims by GRANTOR in connection with any work on the Property. (v) During the period of GRANTOR'S ownership of the Property, there has been no litigation or governmental administrative action or proceeding maintained or threatened against GRANTOR, nor any settlements reached by Grantor acknowledges and agrees that this Agreement perfectswith any party or parties, alleging the presence, disposal, release or threatened release of any hazardous waste or hazardous substance on, from or under the Property. The Property is not subject to any “Superfund” or similar lien, or any claim by any government regulatory agency or third party related to the release or threatened release of any toxic or hazardous substance, material or waste. (vi) Any storage or septic tanks located on the Property, have been disclosed to DISTRICT, and is intended have been properly registered with all appropriate environmental authorities, and are in full compliance with all applicable statutes, ordinances and regulations, and they have not resulted in the release of any hazardous or toxic substance, material or waste to perfectthe environment. (vii) Notwithstanding anything in the Agreement to the contrary, in the event either party becomes aware, between the Agreement Date and the Close of Escrow, of any substantive matter which would make any of GRANTOR'S representations or warranties untrue, the security interest in parties shall have the Pledged Securities granted under right, within fifteen (15) days following their discovery of such matter or their receipt of notice of such matter, as appropriate, (i) to proceed to close this Agreement transaction with a mutually-acceptable indemnity from GRANTOR or DISTRICT, as applicable, as to any liability arising out of the matter discovered, or (ii) to treat such matter as a failure of a condition and the Security terminate this Agreement; if the Grantor is a corporation, limited liability company, limited partnership . (viii) There are no leases or other Registered Organization (as that term is defined in Article 9 of tenancy affecting the UCC), the Grantor shall, at its expense, furnish Property requiring termination prior to the Secured Party a certified copy satisfaction of the Grantor’s organization documents verifying its correct legal name or, at the Secured Party’s election, shall permit the Secured Party any condition to obtain such certified copy at the Grantor’s expense; and from time to time at Secured Party’s election, the Secured Party may obtain a certified copy of the Grantor’s organization documents and a search of such UCC filing offices, as it shall deem appropriate, at Grantor’s expense, to verify Grantor’s compliance with the terms of this Agreement; (f) the Grantor acknowledges that the Pledged Securities constitute part of the “Collateral” under this Agreement and the Security Agreement, and that delivery of the Cash Deposit pursuant to Section 4 hereof constitutes submission of the Cash Deposit to the Secured Party for purposes of the Financial Assurance Policy, the Security Agreement and this Agreement; (g) the Grantor shall execute and deliver any further writing, instrument or document, make any recording or filing and take any further action as may reasonably be requested from time to time by the Secured Party or the Issuer in order to evidence, effectuate, preserve the priority of, protect and perfect the Lien on the Collateral; and (h) the Grantor authorizes the Secured Party, if the Grantor fails to do so, to do all things required of the Grantor herein and charge all expenses incurred by the Secured Party in connection therewith to the Grantor together with interest thereon.