Common use of Representations and Warranties Concerning Collateral, Etc Clause in Contracts

Representations and Warranties Concerning Collateral, Etc. The Company further represents and warrants to the Lenders and the Agent as follows: (a) the Company is the owner of the Collateral, free from any right or claim of any person or any adverse Lien, except for the security interest created by this Agreement and other Liens permitted by the Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the Company.

Representations and Warranties Concerning Collateral, Etc. The Company Borrower further represents and warrants to the Lenders and the Operations Agent as follows: : (a) the Company Borrower is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse Lienlien, except for the security interest created by this Agreement and other Liens permitted by the Loan Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "“farm products" ” as defined in Sec.9§9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company Borrower holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Company Borrower has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the CompanyBorrower.

Representations and Warranties Concerning Collateral, Etc. The Company further represents and warrants to the Lenders and the Agent Lender as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse Lienlien, except for the security interest created by this Agreement and other Permitted Liens permitted by the Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as set forth on Schedule 8 attached hereto, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company holds no commercial tort claim relating to any of the Collateral except as indicated on the Perfection Certificate, (e) the Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances except where such failure to comply would reasonably be expected to have a Borrower Material Adverse Effect, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the Company.

Representations and Warranties Concerning Collateral, Etc. The Company Debtor further represents and warrants to the Lenders and the Agent Secured Party as follows: (a) the Company Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse Lienlien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens liens permitted by the Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "“farm products" ” as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the StateCode, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, (ed) the Company Debtor has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (fe) all other information set forth on the Perfection Certificate Certificate, if any, pertaining to the Collateral is accurate and complete in all material respectsas of the date of such certificate, and (gf) there has been no material change in any the security interests granted herein are perfected and are of such information since first priority, except to the date on which extent of the Perfection Certificate was signed by the CompanyPermitted Exceptions.

Representations and Warranties Concerning Collateral, Etc. The Company Issuers further represents represent and warrants warrant to the Lenders and the Agent Purchaser as follows: (a) the Company is Issuers are the owner of or have other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse Lienlien, security interest or other encumbrance, except for the security interest created by this Agreement and other Permitted Liens permitted by (as defined in the Loan Securities Purchase Agreement), (b) none of the Collateral constitutes, or is the proceeds of, "“farm products" ” as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company holds Issuers hold no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Company each Issuer has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) that there has been no material change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the CompanyIssuers.

Representations and Warranties Concerning Collateral, Etc. The Each Company further represents and warrants to the Lenders and the Collateral Agent as follows: (a) the such Company is the owner of the Collateral, free from any right or claim of any person or any adverse Lienlien, security interest or other encumbrance, except for the security interest interests created by this Agreement and other Liens permitted by 'SS' 5.12 of the Loan AgreementCredit Agreement and 'SS' 6G of each Note Agreement (collectively, "Permitted Liens"), and that such Company has the power to transfer such Collateral in accordance with the provisions hereof and of the other Collateral Documents, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9'SS' 9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as disclosed to the Collateral Agent in writing, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the such Company holds no commercial tort claim except as indicated on its Perfection Certificate or claims arising after the Perfection Certificatedate on which notice is given, (e) the such Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the its Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the its Perfection Certificate was signed by the such Company.

Representations and Warranties Concerning Collateral, Etc. The Company further represents and warrants to the Lenders and the Administrative Agent as follows: : (a) the Company is the owner of the Collateral, free from any right or claim of any person or any adverse Lien, except for the security interest created by this Agreement Agreement, the subordinated Lien in favor of the Corporate Guarantor Lenders and other Liens permitted the Lien created by the Loan AgreementMello-Roos taxing district of wxxxx xxx Xollateral is a part, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9ss.9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Company has at all times operated its business materially in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the Company.

Representations and Warranties Concerning Collateral, Etc. The Company Debtor --------------------------------------------------------- further represents and warrants to the Lenders and the Agent Secured Party as follows: : (a) the Company Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse Lienlien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Company Debtor has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) that there has been no material change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the CompanyDebtor.

Representations and Warranties Concerning Collateral, Etc. The Company further represents and warrants to the Lenders and the Agent Lender as follows: (a) the Company is the owner of the Collateral, free from any right or claim of any person or any adverse Lienlien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9ss.9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the Company.

Representations and Warranties Concerning Collateral, Etc. The Company Debtor further represents and warrants to the Lenders and the Agent Secured Party as follows: : (a) the Company Debtor is the owner of or has other rights in the Collateral, free from any right adverse lien, security interest or claim of any person or any adverse Lienother encumbrance, except for the security interest created by this Agreement and other Liens permitted by any liens in existence on the Loan Agreementdate hereof which are set forth on Schedule A hereto, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by subject to the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Company Debtor has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, substances and (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the Companycomplete.

Representations and Warranties Concerning Collateral, Etc. The Company Debtor further represents and warrants to the Lenders and the Agent Secured Party as follows: (a) the Company Debtor is the owner of the Collateral, free from any right or claim of or any person or any adverse Lienlien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Company Debtor has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) that there has been no material change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the CompanyDebtor.

Representations and Warranties Concerning Collateral, Etc. The Company Debtor further represents and warrants to the Lenders and the Agent Secured Party as follows: (a) the Company Debtor is the owner of or has other rights in the Collateral, free from any right adverse lien, security interest or claim of any person or any adverse Lienother encumbrance, except for the security interest created by this Agreement and other Liens permitted by any liens in existence on the Loan Agreementdate hereof which are set forth on Schedule A hereto, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by subject to the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Company Debtor has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, substances and (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the Companycomplete.

Representations and Warranties Concerning Collateral, Etc. The Each Company further represents and warrants to the Lenders and the Administrative Agent as follows: (a) the such Company is the owner of the Collateral, free from any right or claim of any person or any adverse Lienlien, except for the security interest created by this Agreement and other Liens permitted by the Loan Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "“farm products" ” as defined in Sec.9§9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as disclosed to the Administrative Agent in writing, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the such Company holds no commercial tort claim except as indicated on its Perfection Certificate or claims arising after the Perfection Certificatedate on which notice is given, (e) the such Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the its Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the its Perfection Certificate was signed by the such Company.

Representations and Warranties Concerning Collateral, Etc. The Company Each Obligor further represents and warrants to the Lenders Secured Parties and the Collateral Agent as of the date hereof as follows: : (a) the Company each Obligor is the owner of the Collateral, free from any right or claim of any person Person or any adverse Lien, except for the security interest created by this Agreement and other Liens permitted by each of the Loan AgreementDocuments, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) the none of the account debtors or other persons obligated on Obligors holds any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company holds no commercial tort claim claims except as indicated on the Perfection Certificate, (ed) the Company each Obligor has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances to the extent that any failure to so operate could result in or cause to occur a material adverse impairment to the Collateral or the Lien created hereby, (fe) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, and (gf) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the CompanyObligors.

Representations and Warranties Concerning Collateral, Etc. The Each Company further represents and warrants to the Lenders and the Administrative Agent as follows: (a) the such Company is the owner of the Collateral, free from any right or claim of any person or any adverse Lienlien, except for the security interest created by this Agreement and other the Permitted Liens permitted by set forth in (S)9.2 of the Loan Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9(S)9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the such Company holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the such Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the CompanyCompanies.

Representations and Warranties Concerning Collateral, Etc. The Company Each Credit Party further represents and warrants to the Lenders Secured Parties and the Security Agent as follows: (a) the Company such Credit Party is the owner of the its Collateral, free from any right or claim of any person or any adverse Lien, except for the security interest created by this Agreement and other Liens permitted by the Loan Note Purchase Agreement and any comparable provision under any other Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "“farm products" ” as defined in Sec.9§9-102(a)(34) of the Uniform Commercial Code UCC of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Company Credit Party holds no commercial tort claim except as indicated on the Perfection Certificate, (ed) the Company such Credit Party has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (fe) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (gf) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by such Credit Party. All Titled Equipment constituting Collateral is properly titled, or is in the Companyprocess of being properly titled, in the name of such Credit Party, together with the Security Agent’s Lien noted thereon.

Representations and Warranties Concerning Collateral, Etc. The Each Company further represents and warrants to the Lenders and the Administrative Agent as follows: (a) the such Company is the owner of the Collateral, free from any right or claim of any person or any adverse Lienlien, except for the security interest created by this Agreement and other Liens permitted by the Loan Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Sec.9Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as disclosed to the Administrative Agent in writing, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the such Company holds no commercial tort claim except as indicated on its Perfection Certificate or claims arising after the Perfection Certificatedate on which notice is given, (e) the such Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the its Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) there has been no material change in any of such information since the date on which the its Perfection Certificate was signed by the such Company.