Common use of Representations and Covenants Regarding the Collateral Clause in Contracts

Representations and Covenants Regarding the Collateral. The Company represents, warrants, and covenants as follows: (a) Except for (i) the security interest granted hereby, (ii) any liens set forth in Exhibit B (the "Permitted Liens"), the Company is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, and interests, (other than pursuant to the Cross License Agreement) and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office; (b) the Company shall not create, permit, or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in or lien or encumbrance upon the Collateral except the Permitted Liens, and shall defend the right, title, and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; (c) the Company's principal place of business and chief executive office is located at the address set forth in paragraph 9.1 of this Agreement; the Collateral and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; and the Company has no other places of business except as shown in Exhibit C attached hereto; (d) at lease thirty (30) days prior to the occurrence of any of the following events, the Company shall deliver to the loan office who is handling the Company's Obligations on behalf of the Bank written notice of such impending events: (i) a change in the Company's principal place of business or chief executive office; (ii) the opening or closing of any Premises; or (iii) a change in the Company's name, identity, or corporate structure; (e) each of the Accounts is based on an actual and bona fide sale and delivery of goods or service in the ordinary course of the Company's business, and the Company's Account Debtors have accepted the goods or services, and owe and are obligated to pay the full amounts reflected in the invoices according to the terms thereof; and (f) any and all taxes and fees relating to the Company's business shall be the Company's sole responsibility, the Company will pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts.

Representations and Covenants Regarding the Collateral. The Company represents, warrants, Borrower represents and covenants as follows: (a) Except warrants that except for (i) the security interest interests granted hereby, (ii) any liens set forth in Exhibit B (the "Permitted Liens")B, and liens permitted by this Agreement, the Company Borrower is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner owner, lessee, or licensee, as the case may be, of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, claims and interests, (other than pursuant to the Cross License Agreement) and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office; (b) the Company . The Borrower shall not create, permit, permit or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in or lien or encumbrance upon the Collateral except the Permitted Lienssecurity interest granted hereby and any liens or encumbrances set forth in Exhibit B, and shall defend the right, title, title and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; . The Borrower shall (ca) the Company's maintain its principal place of business and chief executive office is located at the address set forth in paragraph 9.1 10.1 of this Agreement; the Collateral , and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; (b) keep the Collateral at the locations set forth in Exhibit C attached hereto and the Company has maintain no other places place of business or place where Collateral is located, except as shown in Exhibit C attached hereto; and (dc) deliver to the Bank at lease least thirty (30) days prior to the occurrence of any of the following events, the Company shall deliver to the loan office who is handling the Company's Obligations on behalf of the Bank written notice of such impending events: (i) a change in the Company's principal place of business or chief executive office; (ii) the opening or closing of any Premisesplace of business; or (iii) a change in the Company's name, identity, identity or corporate structure; (e) each of the Accounts is based on an actual and bona fide sale and delivery of goods or service in the ordinary course of the Company's business, and the Company's Account Debtors have accepted the goods or services, and owe and are obligated to pay the full amounts reflected in the invoices according to the terms thereof; and (f) any and all taxes and fees relating to the Company's business shall be the Company's sole responsibility, the Company will pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts.

Representations and Covenants Regarding the Collateral. The Company represents, warrants, Borrower represents and covenants as follows: (a) Except warrants that except for (i) the security interest interests granted hereby, (ii) any liens set forth in Exhibit B (the "Permitted Liens")B, and liens permitted by this --------- Agreement, the Company Borrower is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner owner, lessee, or licensee, as the case may be, of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, claims and interests, (other than pursuant to the Cross License Agreement) and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office; (b) the Company . The Borrower shall not create, permit, permit or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in or lien or encumbrance upon the Collateral except the Permitted Lienssecurity interest granted hereby and any liens or encumbrances set forth in Exhibit B, --------- and shall defend the right, title, title and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; . The Borrower shall (ca) the Company's maintain its principal place of business and chief executive office is located at the address set forth in paragraph 9.1 10.1 of this Agreement; the Collateral , and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; (b) keep the Collateral at the locations set forth in Exhibit C attached hereto and the Company has maintain no other places place of business or place where --------- Collateral is located, except as shown in Exhibit C attached hereto; and (dc) --------- deliver to the Bank at lease least thirty (30) days prior to the occurrence of any of the following events, the Company shall deliver to the loan office who is handling the Company's Obligations on behalf of the Bank written notice of such impending events: (i) a change in the Company's principal place of business or chief executive office; (ii) the opening or closing of any Premisesplace of business; or (iii) a change in the Company's name, identity, identity or corporate structure; (e) each of the Accounts is based on an actual and bona fide sale and delivery of goods or service in the ordinary course of the Company's business, and the Company's Account Debtors have accepted the goods or services, and owe and are obligated to pay the full amounts reflected in the invoices according to the terms thereof; and (f) any and all taxes and fees relating to the Company's business shall be the Company's sole responsibility, the Company will pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts.

Representations and Covenants Regarding the Collateral. The Company represents, warrants, Borrower represents and covenants as follows: (a) Except warrants that except for (i) the security interest interests granted hereby, (ii) any liens set forth in Exhibit B (the "Permitted Liens")Schedule 6.10, and liens permitted by this Agreement, the Company Borrower is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner owner, lessee, or licensee, as the case may be, of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, claims and interests, (other than pursuant to the Cross License Agreement) and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office; (b) the Company . The Borrower shall not create, permit, permit or suffer to exist, and shall take such action as is necessary to remove, remove any claim to or interest in or lien or encumbrance upon the Collateral except the Permitted Lienssecurity interest granted hereby and any liens or encumbrances set forth in Schedule 6.10, and shall defend the right, title, title and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; . The Borrower shall (ca) the Company's maintain its principal place of business and chief executive office is located at the address set forth in paragraph 9.1 of this Agreement; the Collateral , and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; (b) keep the Collateral at the locations set forth in Schedule 4.2 attached hereto and the Company has maintain no other places place of business or place where Collateral is located, except as shown in Exhibit C Schedule 4.2 attached hereto; and (dc) deliver to the Bank at lease least thirty (30) days prior to the occurrence of any of the following events, the Company shall deliver to the loan office who is handling the Company's Obligations on behalf of the Bank written notice of such impending events: (i) a change in the Company's principal place of business or chief executive office; (ii) the opening or closing of any Premisesplace of business; or (iii) a change in the Company's name, identity, identity or corporate structure; (e) each of the Accounts is based on an actual and bona fide sale and delivery of goods or service in the ordinary course of the Company's business, and the Company's Account Debtors have accepted the goods or services, and owe and are obligated to pay the full amounts reflected in the invoices according to the terms thereof; and (f) any and all taxes and fees relating to the Company's business shall be the Company's sole responsibility, the Company will pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts.

Representations and Covenants Regarding the Collateral. The Company representsCompanies represent, warrantswarrant, and covenants covenant to the best of their knowledge and in good faith as follows: (a) Except except for (i) the security interest interests and liens granted hereby, and subject to the provisions of subsections 5.5 and 3.1 hereof or as otherwise approved by the Bank with respect to specific items of Collateral (iie.g., for rights of first refusal, put and call options and similar interests) any liens set forth in Exhibit B (one or more of the "Permitted Liens"), the Company isCompanies are, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, and interests, (other than pursuant to the Cross License Agreement) and no security agreement, financing statement, equivalent security security, or lien instrument instrument, or continuation statement covering any of the Collateral is on file or of record in any public office; , (b) the Company Companies shall not create, permit, or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in in, or lien or encumbrance upon the Collateral except the Permitted Lienssecurity interests granted hereby and subject to the provisions of subsection 5.5 hereof, and shall defend the right, title, and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; (c) the Company's Companies' principal place of business and chief executive office is located at the address set forth in paragraph 9.1 subsection 9.3 of this Agreement; the Collateral Collateral, to the extent possible, and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; and the Company has Companies have no other places of business or place where the Collateral is located except as shown in Exhibit C attached hereto6954 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxx 00000 xxx Freexxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, xxd the Huntington Center, 41 Sxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxx 00000; (dx) from time to time and in no event less frequently than annually the Companies shall provide the Bank with an updated report disclosing the location(s) of the Collateral and of any records pertaining thereto; (e) at lease least thirty (30) days prior to the occurrence of any of the following events, the Company Companies shall deliver to the loan office officer who is handling the Company's Companies' Obligations on behalf of the Bank written notice of such impending events: (i) a change in and of the Company's Companies' principal place of business or chief executive office; (ii) the opening or closing of any Premises; or (iii) a change in place of the Company's Companies' name, identity, identity or corporate structure; (ef) each of the Accounts is based on an actual and bona fide sale and delivery of goods or service in the ordinary course services or extension of the Company's businesscredit, and the Company's Companies believe that the Companies' Account Debtors have accepted the goods or services, and owe and are obligated to pay the full amounts reflected in the invoices invoices, according to the terms thereof; and (f) any and all taxes and fees relating to the Company's business shall be the Company's sole responsibility, the Company will pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts.terms

Representations and Covenants Regarding the Collateral. The Company Borrower represents, warrants, warrants and covenants as follows: (a) Except except for (i) the security interest interests granted hereby, (ii) any liens set forth in Exhibit B (the "Permitted Liens")B, and liens permitted by this Agreement, the Company Borrower is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and exclusive owner of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims, claims and interests, (other than pursuant to the Cross License Agreement) and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office; (b) the Company shall not create, permit, permit or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in or lien or encumbrance upon the Collateral except the Permitted Lienssecurity interest granted hereby and any liens or encumbrances set forth in Exhibit B, and shall defend the right, title, title and interest of the Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein; (c) the Company's shall maintain its principal place of business and chief executive office is located at the address set forth in paragraph 9.1 of this Agreement; the Collateral , and the records concerning the Collateral shall be kept at that address unless the Bank shall give its prior written consent otherwise; (d) shall keep the Collateral at the locations set forth in Exhibit C attached hereto and the Company has maintain no other places place of business or place where Collateral is located, except as shown in Exhibit C attached hereto; (de) shall deliver to the Bank at lease least thirty (30) days prior to the occurrence of any of the following events, the Company shall deliver to the loan office who is handling the Company's Obligations on behalf of the Bank written notice of such impending events: (i) a change in the Company's principal place of business or chief executive office; (ii) the opening or closing of any Premisesplace of business; or (iii) a change in the Company's name, identity, identity or corporate structure; (e) each of the Accounts is based on an actual and bona fide sale and delivery of goods or service in the ordinary course of the Company's business, and the Company's Account Debtors have accepted the goods or services, and owe and are obligated to pay the full amounts reflected in the invoices according to the terms thereof; and (f) any and all taxes and fees relating to the Company's business shall be the Company's sole responsibility, the Company will pay the same when due, and none of said taxes and fees represent a lien on or claim against the Accounts.