Common use of Inventory Warranties and Representations Clause in Contracts

Inventory Warranties and Representations. With respect to its inventory, the Grantor warrants and represents to the Secured Parties that the Secured Parties may rely on all statements or representations made by the Grantor on or with respect to any inventory and that: (a) All inventory is located only at the locations set forth on Schedule 1 hereto; (b) None of its inventory is or will be subject to any lien, claim, encumbrance or security interest whatsoever, except for the security interest of the Secured Parties hereunder; (c) No inventory of the Grantor that would reasonably be likely, in the aggregate with the inventory of all other Account Debtors, to be of value in excess of $10,000 is, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' prior written consent and, if the Secured Parties give such consent, Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to the Secured Parties upon their request therefor, in form and substance reasonably acceptable to the Secured Parties, warehouse receipts therefor in the Secured Parties' name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties to maintain the security interest of the Secured Parties in such inventory; (d) No inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory under consignment of the Grantor, would exceed $10,000; and (e) No inventory is at or shall be kept at any location that is leased by the Grantor from any other Person with contractual, statutory or other rights to obtain a lien or security interest, or other right in any inventory which may take priority over the lien or security interest of the Secured Parties, unless such lessor waives its rights with respect to such inventory in form and substance acceptable to the Secured Parties and delivered in writing to the Secured Parties prior to such amount of inventory being at such one or more locations.

Inventory Warranties and Representations. With respect to its inventory---------------------------------------- Inventory, the each Grantor warrants and represents to the Secured Parties Agent for the benefit of the Lenders that the Secured Parties may rely on all statements or representations made by the such Grantor on or with respect to any inventory Inventory and that: (a) All inventory Inventory, other than Inventory having a value of less than $1,000,000 in the aggregate for all locations, is located only at the such Grantor's locations as set forth on Schedule 1 heretoExhibit B attached hereto and --------- incorporated herein by reference; (b) None of its inventory Inventory is or will be subject to any lienLien, claim, encumbrance or security interest whatsoever, except for the security interest of the Secured Parties hereunderAgent for the benefit of the Lenders hereunder and Permitted Liens; (c) No inventory Inventory of the such Grantor that would reasonably be likely, in the aggregate with the inventory Inventory of all other Account DebtorsGrantors, to be of value in excess of $10,000 1,000,000 is, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' Agent's prior written consent which consent shall not be unreasonably withheld and, if the Secured Parties give Agent gives such consent, such Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to the Secured Parties Agent upon their its request therefor, in form and substance reasonably acceptable to the Secured PartiesAgent, warehouse receipts therefor in the Secured Parties' Agent's name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties Agent to maintain the security interest of the Secured Parties Lenders in such inventoryInventory; provided, however, Grantor shall be entitled to store Inventory for periods of less than 30 days with any bailee, warehouseman or similar party who the Grantor can demonstrate it has been directed to utilize by any customer without compliance with this subsection (c) so long as the value of such Inventory does not exceed $2,500,000; (d) No inventory Inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory Inventory under consignment of the Grantorsuch Grantor and all other Material Subsidiaries, would exceed $10,000500,000; and (e) No inventory Inventory is at or shall be kept at any location that is leased by the such Grantor from any other Person Person, the value of which, when aggregated with contractualall other Inventory kept at any location which is leased by all Grantors, statutory or other rights to obtain a lien or security interest, or other right in any inventory which may take priority over the lien or security interest of the Secured Partieswould exceed $500,000, unless such location and lessee is set forth on Exhibit B hereto and the Grantor has used its best efforts to have --------- the lessor waives waive its rights with respect to such inventory Inventory in form and substance acceptable to the Secured Parties Agent and delivered in writing to the Secured Parties Agent prior to such amount of inventory Inventory being at such one or more locations.

Inventory Warranties and Representations. With respect to its inventoryInventory, the Grantor warrants and represents to the Secured Parties that the Secured Parties may rely on all statements or representations made by the Grantor on or with respect to any inventory Inventory and that: (a) All inventory Inventory is located only at the locations set forth on Schedule 1 hereto; (b) None of its inventory Inventory is or will be subject to any lienLien, claimclaim (other than those claims set forth in Schedule 3.9 to the Purchase Agreement), encumbrance or security interest whatsoever, except for the security interest of the Secured Parties hereunderhereunder and Permitted Liens; (c) No inventory Inventory of the Grantor that would reasonably be likely, in the aggregate with the inventory Inventory of all other Account Debtors, to be of value in excess of $10,000 is, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' prior written consent and, if the Secured Parties give such consent, Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to the Secured Parties upon their request therefor, in form and substance reasonably acceptable to the Secured Parties, warehouse receipts therefor in the Secured Parties' name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties to maintain the security interest of the Secured Parties in such inventoryInventory; (d) No inventory Inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory Inventory under consignment of the Grantor, would exceed $10,000; and (e) No inventory Inventory is at or shall be kept at any location that is leased by the Grantor from any other Person with contractual, statutory or other rights to obtain a lien or security interest, or other right in any inventory Inventory which may take priority over the lien or security interest of the Secured Parties, unless such lessor waives its rights with respect to such inventory Inventory in form and substance acceptable to the Secured Parties and delivered in writing to the Secured Parties prior to such amount of inventory Inventory being at such one or more locations.

Inventory Warranties and Representations. With respect to its inventoryInventory, the each Grantor warrants and represents to the Secured Parties that the Secured Parties (a) they may rely on all statements or representations made by the such Grantor on or with respect to any inventory Inventory, (b) all Inventory, other than Inventory consisting of samples utilized by salespeople or showrooms or otherwise having a reasonable value of less than $250,000 in the aggregate for all location, is located and shall be kept only at such Grantor's locations as set forth on Exhibit B attached hereto and incorporated herein by reference, provided that any Inventory may be relocated to any other location set forth on such Exhibit B, or is Inventory in transit or at such other locations as to which such Grantor has notified the Agent in writing not less than 30 days prior to such relocation and has provided to the Agent executed financing statements for such location sufficient to perfect the security interest of the Agent for the benefit of the Secured Parties, and (c) unless otherwise indicated in writing by such Grantor, that: (a) All inventory is located only at the locations set forth on Schedule 1 hereto; (bi) None of its inventory Inventory is or will be subject to any lienLien, claim, encumbrance or security interest whatsoever, except for the security interest of the Agent for the benefit of the Secured Parties hereunderhereunder and Permitted Liens; (cii) No inventory Inventory of the such Grantor that would reasonably be likely, in the aggregate with the inventory of all other Account Debtorsaggregate, to be of material economic value in excess of $10,000 isis now, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' Agent's prior written consent and, if the Secured Parties give Agent gives such consent, such Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to the Secured Parties upon their request thereforAgent, in form and substance reasonably acceptable to the Secured PartiesAgent, warehouse receipts therefor in the Secured Parties' Agent's name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties Agent to maintain the security interest of the Agent for the benefit of the Secured Parties in such inventoryInventory; (diii) No inventory is, and shall not at any time or times hereafter be, Inventory is under consignment to any Person, the value of which, when aggregated with all other inventory under consignment of the Grantor, would exceed $10,000; and (eiv) No inventory Inventory of such Grantor is at or shall be kept at any location that is leased by the such Grantor from any other Person with contractual, statutory or other rights to obtain a lien or security interest, or other right in any inventory which may take priority over the lien or security interest of the Secured Parties, unless such location and lessor is set forth on Exhibit B hereto and such lessor waives its rights with respect to such inventory Inventory in form and substance acceptable to the Secured Parties and delivered in writing to the Secured Parties prior to such amount of inventory being at such one or more locationsAgent.

Inventory Warranties and Representations. With respect to its inventory, the Grantor represents and warrants and represents to the Collateral Agent (for the benefit of the Secured Parties Parties) that the Secured Parties Collateral Agent may rely on all statements or representations made by the Grantor on or with respect to any inventory and that: (a) All inventory is located only at the locations set forth on Schedule 1 hereto; (b) None of its inventory is or will be subject to any lien, claim, encumbrance or security interest whatsoeverLien, except for the security interest of the Collateral Agent (for the benefit of the Secured Parties hereunderParties) hereunder and Permitted Liens; (c) No inventory of the Grantor that would reasonably be likely, in the aggregate with the inventory of all other Account Debtorsaggregate, to be of value in excess of $10,000 50,000 is, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' Collateral Agent's prior written consent and, if the Secured Parties give Collateral Agent gives such consent, Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to the Secured Parties Collateral Agent upon their its request therefor, in form and substance reasonably acceptable to the Secured PartiesCollateral Agent, warehouse receipts therefor in the Secured Parties' Collateral Agent's name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties Collateral Agent to maintain the security interest of the Collateral Agent (for the benefit of the Secured Parties Parties) in such inventory; (d) No inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory under consignment of the Grantor, would exceed $10,00050,000; and (e) No inventory is at or shall be kept at any location that is leased by the Grantor from any other Person with contractual, statutory or other rights to obtain a lien or security interestLien, or other right in any inventory which may take priority over the lien or security interest Lien of the Collateral Agent (for the benefit of the Secured Parties), unless such lessor waives its rights with respect to such inventory in form and substance acceptable to the Secured Parties Collateral Agent and delivered in writing to the Secured Parties Collateral Agent prior to such amount of inventory being at such one or more locations.

Inventory Warranties and Representations. With respect to its inventoryInventory, the Grantor warrants and represents to the Secured Parties that the Secured Parties may rely on all statements or representations made by the Grantor on or with respect to any inventory Inventory and that: (a) All inventory Inventory is located only at the locations set forth on Schedule 1 hereto; (b) None of its inventory the Grantor's Inventory is or will be subject to any lienLien, claimclaim (other than those claims set forth in Schedule 3.9 to the Purchase Agreement), encumbrance or security interest whatsoever, except for the security interest of the Secured Parties hereunderhereunder and Permitted Liens; (c) No inventory Inventory of the Grantor that would reasonably be likely, in the aggregate with the inventory Inventory of all other Account Debtors, to be of value in excess of $10,000 is, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' prior written consent and, if the Secured Parties give such consent, Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to the Secured Parties upon their request therefor, in form and substance reasonably acceptable to the Secured Parties, warehouse receipts therefor in the Secured Parties' name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties to maintain the security interest of the Secured Parties in such inventoryInventory; (d) No inventory Inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory Inventory under consignment of the Grantor, would exceed $10,000; and (e) No inventory Inventory is at or shall be kept at any location that is leased by the Grantor from any other Person with contractual, statutory or other rights to obtain a lien or security interest, or other right in any inventory Inventory which may take priority over the lien or security interest of the Secured Parties, unless such lessor waives its rights with respect to such inventory Inventory in form and substance acceptable to the Secured Parties and delivered in writing to the Secured Parties prior to such amount of inventory Inventory being at such one or more locations.

Inventory Warranties and Representations. With respect to its inventoryInventory, the Grantor each Borrower warrants and represents to the Secured Parties Party that the Secured Parties it may rely on all written statements or representations made by the Grantor such Borrower on or with respect to any inventory and Inventory and, unless otherwise indicated in writing by such Borrower, that: (aA) All inventory Inventory of such Borrower is located only at the locations set forth listed beneath its name on Schedule 1 heretoSchedules 2 and 3 attached hereto and incorporated herein by reference (each an "Inventory Location"), or is Inventory in transit; (bB) None No Inventory of its inventory such Borrower is or will be subject to any lien, claim, encumbrance or security interest Lien whatsoever, except for the security interest granted to the Secured Party hereunder and Liens permitted by Section 9.6 of the Credit Agreement, and notwithstanding such exception all statutory liens of warehousemen, bailees, lessors or similar parties at either Principal Location shall be waived or subordinated in form and substance acceptable to the Secured Parties Party to the security interest granted to the Secured Party hereunder; (cC) No inventory Inventory of the Grantor that would reasonably be likely, in the an aggregate with the inventory of all other Account Debtors, to be of value cost in excess of $10,000 is250,000 is now either located on Leased Premises, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without other than Inventory of Solite Corporation stored at the Secured Parties' prior written consent andfacility located in Green Cove Springs, if the Secured Parties give such consentFlorida owned by Stoneridge Farms, Grantor will concurrently therewith cause any such baileeInc. with respect to which Solite Corporation has entered into a lease arrangement with Stoneridge Farms, warehousemanInc. and Stoneridge Farms, or similar party to issue and deliver to the Secured Parties upon their request therefor, in form and substance reasonably acceptable to the Secured Parties, warehouse receipts therefor in the Secured Parties' name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties to maintain the security interest of the Secured Parties in such inventory; (d) No inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory under consignment of the Grantor, would exceed $10,000; and (e) No inventory is at or shall be kept at any location that is leased by the Grantor from any other Person with contractual, statutory or other rights to obtain a lien or security interest, or other right in any inventory which may take priority over the lien or security interest of the Secured Parties, unless such lessor waives Inc. has waived its rights with respect to such inventory Inventory in form and substance acceptable to the Secured Parties Party; all present locations of Inventory at leased premises are set forth on Schedule 2 hereto and delivered in writing all present locations of Inventory so stored with a bailee, warehousemen or similar party are set forth on Schedule 3 hereto; and (D) No Inventory of such Borrower is under consignment to the Secured Parties prior to such amount of inventory being at such one or more locationsany Person.

Inventory Warranties and Representations. With respect to its inventoryInventory, the Grantor each Borrower warrants and represents to the Secured Parties Party that the Secured Parties it may rely on all written statements or representations made by the Grantor such Borrower on or with respect to any inventory and Inventory and, unless otherwise indicated in writing by such Borrower, that: (aA) All inventory Inventory of such Borrower is located only at the locations set forth listed beneath its name on Schedule 1 heretoSchedules 2 and 3 attached hereto and incorporated herein by reference (each an "Inventory Location"), or is Inventory in transit; (bB) None No Inventory of its inventory such Borrower is or will be subject to any lien, claim, encumbrance or security interest Lien whatsoever, except for the security interest granted to the Secured Party hereunder and Liens permitted by Section 7.6 of the Credit Agreement, and notwithstanding such exception all statutory liens of warehousemen, bailees, lessors or similar parties at either Principal Location shall be waived or subordinated in form and substance acceptable to the Secured Parties Party to the security interest granted to the Secured Party hereunder; (cC) No inventory Inventory of the Grantor that would reasonably be likely, in the an aggregate with the inventory of all other Account Debtors, to be of value cost in excess of $10,000 is250,000 is now either located on Leased Premises, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' prior written consent and, if the Secured Parties give such consent, Grantor will concurrently therewith cause any such party; all present locations of Inventory at leased premises are set forth on Schedule 2 hereto and all preset locations of Inventory so stored with a bailee, warehouseman, warehousemen or similar party to issue and deliver to the Secured Parties upon their request therefor, in form and substance reasonably acceptable to the Secured Parties, warehouse receipts therefor in the Secured Parties' name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties to maintain the security interest of the Secured Parties in such inventory;are set forth on Schedule 3 hereto; and (dD) No inventory is, and shall not at any time or times hereafter be, Inventory of such Borrower is under consignment to any Person, the value of which, when aggregated with all other inventory under consignment of the Grantor, would exceed $10,000; and (e) No inventory is at or shall be kept at any location that is leased by the Grantor from any other Person with contractual, statutory or other rights to obtain a lien or security interest, or other right in any inventory which may take priority over the lien or security interest of the Secured Parties, unless such lessor waives its rights with respect to such inventory in form and substance acceptable to the Secured Parties and delivered in writing to the Secured Parties prior to such amount of inventory being at such one or more locations.

Inventory Warranties and Representations. With respect to its inventoryInventory, the each Grantor warrants and represents to the Secured Parties Agent for the benefit of the Lenders that the Secured Parties may rely on all statements or representations made by the such Grantor on or with respect to any inventory Inventory and that: (a) All inventory Inventory, other than Inventory consisting of samples utilized by salespeople or otherwise having a reasonable value of less than $15,000 in the aggregate for any location, is located only at the such Grantor's locations as set forth on Schedule 1 heretoExhibit B attached hereto and incorporated herein by reference; (b) None of its inventory Inventory is or will be subject to any lienLien, claim, encumbrance or security interest whatsoever, except for the security interest of the Secured Parties hereunderAgent for the benefit of the Lenders hereunder and Permitted Liens; (c) No inventory Inventory of the such Grantor that would reasonably be likely, in the aggregate with the inventory Inventory of all other Account DebtorsGrantors, to be of value in excess of $10,000 100,000 is, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' Agent's prior written consent and, if the Secured Parties give Agent gives such consent, such Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to the Secured Parties Agent upon their its request therefor, in form and substance reasonably acceptable to the Secured PartiesAgent, warehouse receipts therefor in the Secured Parties' Agent's name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties Agent to maintain the security interest of the Secured Parties Lenders in such inventoryInventory; (d) No inventory Inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory Inventory under consignment of the Grantorsuch Grantor and all other Material Subsidiaries, would exceed $10,000100,000; provided however, that ORC Technology, Inc. may have Inventory under consignment; up to $5,000 with any one person, up to a maximum, when aggregated with all other Inventory under consignment of $60,000; and (e) No inventory Inventory is at or shall be kept at any location that is leased by the such Grantor from any other Person Person, the value of which, when aggregated with contractualall other Inventory kept at any location which is leased by all Grantors, statutory or other rights to obtain a lien or security interest, or other right in any inventory which may take priority over the lien or security interest of the Secured Partieswould exceed $100,000, unless such location and lessor is set forth on Exhibit B hereto and such lessor waives its rights with respect to such inventory Inventory in form and substance acceptable to the Secured Parties Agent and delivered in writing to the Secured Parties Agent prior to such amount of inventory Inventory being at such one or more locations.

Inventory Warranties and Representations. With respect to its inventoryInventory, the each Grantor warrants and represents to the Agent for the benefit of the Secured Parties that the Secured Parties may rely on the Closing Date and thereafter until this Agreement is terminated pursuant to Section 27 hereof, on all statements or representations made by the such Grantor on or with respect to any inventory Inventory and that: (a) All inventory Inventory, other than Inventory having a value of less than $1,200,000 in the aggregate for all locations, is or will be located only at the such Grantor's locations as set forth on Schedule 1 heretoExhibit B attached hereto and incorporated herein by reference; (b) None of its inventory Inventory is or will be subject to any lienLien, claim, encumbrance or security interest whatsoever, except for the security interest of the Agent for the benefit of the Secured Parties hereunderhereunder and Permitted Liens; (c) No inventory Inventory of the such Grantor that would reasonably be likely, in the aggregate with the inventory Inventory of all other Account DebtorsGrantors, to be of value in excess of $10,000 1,200,000 is, and shall not at any time or times hereafter be, stored with a bailee, warehouseman, or similar party without the Secured Parties' Agent's prior written consent and, if the Secured Parties give Agent gives such consent, such Grantor will concurrently therewith cause any such bailee, warehouseman, or similar party to consent to the security interest granted in such Inventory for the benefit of the Secured Parties and waive its statutory and consensual liens and rights in such Inventory in form and substance acceptable to the Agent and, upon request therefor, issue and deliver to the Secured Parties upon their request thereforAgent, in form and substance reasonably acceptable to the Secured PartiesAgent, warehouse receipts therefor in the Secured Parties' Agent's name and take such other action and be party to such document as deemed necessary or prudent by the Secured Parties Agent to maintain the security interest of the Secured Parties in such inventoryInventory; (d) No inventory Inventory is, and shall not at any time or times hereafter be, under consignment to any Person, the value of which, when aggregated with all other inventory Inventory under consignment of the Grantorsuch Grantor and all other Material Subsidiaries, would exceed $10,0001,200,000; and (e) No inventory Inventory is at or shall be kept at any location that is leased by the such Grantor from any other Person Person, the value of which, when aggregated with contractualall other Inventory kept at any location which is leased by all Grantors, statutory or other rights to obtain a lien or security interest, or other right in any inventory which may take priority over the lien or security interest of the Secured Partieswould exceed $1,200,000, unless such lessor location and lessee is set forth on Exhibit B hereto and such lessee waives its statutory and consensual liens and rights with respect to such inventory Inventory in form and substance acceptable to the Secured Parties Agent and delivered in writing to the Secured Parties Agent prior to such amount of inventory Inventory being at such one or more locations.