Common use of Representations and Warranties Certain Covenants Clause in Contracts

Representations and Warranties Certain Covenants. Borrower hereby represents and warrants (which representations and warranties likewise shall be deemed to have been renewed by Borrower upon each Borrowing under the Credit Agreement) that: (i) Borrower has the complete and unconditional authority to pledge the Pledged Collateral; (ii) Borrower holds the Pledged Collateral free and clear of any and all liens, charges, encumbrances and security interests thereon (other than in favor of the Agent) and has good right, title and legal authority to pledge the Pledged Collateral in the manner contemplated herein; (iii) all membership interests or stock now owned or hereafter owned by Borrower and constituting or which will constitute Pledged Collateral hereunder is, or will be on date of pledge thereof, validly issued, fully paid and non-assessable; and (iv) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (1) for the pledge by Borrower of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Borrower or (2) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with the exercise of such rights or remedies by laws affecting the voting, offering and sale of securities generally).

Representations and Warranties Certain Covenants. Borrower hereby The Grantor represents and warrants (which representations and warranties likewise shall be deemed to have been renewed by Borrower upon each Borrowing under the Credit Agreement) thatas follows: (ia) Borrower has All of the complete information concerning the Grantor and unconditional authority to pledge the Pledged Collateral;Collateral presented on Schedules I, II and III hereto is true and correct in all material respects. (iib) Borrower holds None of the Pledged Receivables is evidenced by a promissory note or other instrument. (c) The Grantor is the legal and beneficial owner of the Collateral free and clear of any and Lien, except for the security interest created by this Agreement. No effective financing statement or other instrument similar in effect covering all liensor any part of the Collateral is on file in any recording office, charges, encumbrances and security interests thereon (other than except such as may have been filed in favor of the AgentLender relating to this Agreement. (d) The Grantor has exclusive possession and has good right, title control of the Equipment and legal authority Inventory. (e) All filings and other actions necessary or desirable to pledge perfect and protect the Pledged Collateral security interest in the manner contemplated herein; (iii) all membership interests or stock now owned or hereafter owned by Borrower and constituting or which will constitute Pledged Collateral hereunder is, created under this Agreement have been or will be (in the case of financing statements to be filed in connection herewith, it being understood that the Lender may file the same on or after the date of pledge thereof, validly issued, fully paid hereof) duly made or taken and non-assessableare or will be in full force and effect; and this Agreement creates in favor of the Lender a valid and, together with such filings, when effected, and other actions, perfected first priority security interest in the Collateral of the Grantor, securing the payment of the Secured Obligations (ivexcept that in order for the Lender’s Liens on certain investment property, including, without limitation, any Investment Collateral, to maintain its first priority status or, in the case of a deposit account, to be perfected, the Lender and the Grantor may need to take the actions contemplated in Section 7(b) below). (f) No consent of any other Person and no authorization, approval, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party is required either (1i) for the pledge grant by Borrower the Grantor of the Pledged Collateral pursuant to pledge, assignment and security interest granted by this Agreement or for the execution, delivery or performance of this Agreement by Borrower the Grantor, (ii) for the perfection or maintenance of the pledge, assignment and security interest created under this Agreement in favor of the Lender (including the first priority nature of such pledge, assignment or security interest), except for the filing of financing and continuation statements under the Missouri Uniform Commercial Code, or (2iii) for the exercise by Agent the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement Agreement. (except as may be required g) Schedule III hereto sets forth the true and correct listing of all corporations, limited liability companies and partnerships wherein the Grantor owns an interest, and the Grantor’s interests therein. Schedule III also sets forth, in connection with the exercise case of limited liability companies and partnerships, whether or not such rights or remedies by laws affecting interests constitute investment property under Article 9 of the voting, offering and sale of securities generally)Missouri Uniform Commercial Code.