Common use of Representations and Warranties Concerning the Collateral Clause in Contracts

Representations and Warranties Concerning the Collateral. (a) As of the date hereof (i) all items of equipment and inventory of each Borrower are located at the places specified in Schedule 3.2 hereto; (ii) during the five years immediately preceding the date of this Agreement, no Borrower nor any predecessor of any Borrower has used any corporate or fictitious name other than its current corporate name except as set forth on Schedule 3.2 hereto; (iii) no Borrower has any trade names except as set forth on (b) The Borrowers are the legal and beneficial owners of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or permitted by this Agreement. (c) The Borrowers have exclusive possession and control of the Collateral. (d) This Agreement creates a valid security interest in the Collateral, securing the payment of the Obligations and, when properly perfected, shall constitute a valid perfected security interest in such Collateral, free and clear of all Liens except as created or permitted by this Agreement. (e) The inventory of each Borrower has been produced by such Borrower in compliance with all requirements of the Fair Labor Standards Act. (f) Each Borrower represents and warrants as to each and every Eligible Receivable now existing that: (1) it is a bona fide existing obligation, valid and enforceable against the Customer, for software installed or licensed, goods sold or leased or services rendered in the ordinary course of business; (2) it is subject to no material dispute, defense or offset except as disclosed in writing to the Administrative Agent or as reflected or reserved for in the financial statements delivered from time to time by the Borrowers to the Administrative Agent hereunder; (3) all instruments, chattel paper and other evidence of indebtedness issued to a Borrower with respect to any Eligible Receivable have been made available to the Administrative Agent, and, together with all supporting documents delivered to the Administrative Agent, are genuine, complete, valid and enforceable in accordance with their terms; (4) it is not subject to any discount, allowance or special terms of payment except in the ordinary course of business or as disclosed in writing to the Administrative Agent; and (5) except as required by the Assignment of Claims Act, it is not and shall not be subject to any prohibition or limitation upon assignment. Each Borrower covenants and agrees that each Eligible Receivable arising after the date of this Agreement will be in conformance with the foregoing representations in all material respects. Each Borrower acknowledges and agrees that the disclosures made pursuant to the foregoing clauses (2) and (4) shall not alter or diminish the right of the Administrative Agent to exclude the applicable Receivable from the category of Eligible Receivables if it does not satisfy all of the requirements for Eligible Receivables set forth in the definition of such term.

Representations and Warranties Concerning the Collateral. (a) As of the date hereof (i) all items of equipment and inventory of each Borrower are located at the places specified in Schedule 3.2 hereto; (ii) during the five years immediately preceding the date of this Agreement, no Borrower nor any predecessor of any Borrower has used any corporate or fictitious name other than its current corporate name except as set forth on Schedule 3.2 hereto; (iii) no Borrower has any trade names except as set forth onon Schedule 3.2 hereto; (iv) the chief executive office and mailing address of each of the Borrowers is 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, XxXxxx, XX 00000; (v) the exact legal name of each Borrower is that indicated on the signature pages hereof; (vi) the Borrowers are organizations of the types, and are organized in the jurisdictions, set forth herein; and (vii) the signature page hereof accurately sets forth each Borrower’s organizational identification number. (b) The Borrowers are the legal and beneficial owners of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or permitted by this Agreement. (c) The Borrowers have exclusive possession and control of the Collateral. (d) This Agreement creates a valid security interest in the Collateral, securing the payment of the Obligations and, when properly perfected, shall constitute a valid perfected security interest in such Collateral, free and clear of all Liens except as created or permitted by this Agreement. (e) The inventory of each Borrower has been produced by such Borrower in compliance with all requirements of the Fair Labor Standards Act. (f) Each Borrower represents and warrants as to each and every Eligible Receivable now existing that: (1) it is a bona fide existing obligation, valid and enforceable against the Customer, for software installed or licensed, goods sold or leased or services rendered in the ordinary course of business; (2) it is subject to no material dispute, defense or offset except as disclosed in writing to the Administrative Agent or as reflected or reserved for in the financial statements delivered from time to time by the Borrowers to the Administrative Agent hereunder; and (3) all instruments, chattel paper and other evidence of indebtedness issued to a Borrower with respect to any Eligible Receivable have been made available to the Administrative Agent, and, together with all supporting documents delivered to the Administrative Agent, are genuine, complete, valid and enforceable in accordance with their terms); (4) it is not subject to any discount, allowance or special terms of payment except in the ordinary course of business or as disclosed in writing to the Administrative Agent; and (5) except as required by the Assignment of Claims Act, it is not and shall not be subject to any prohibition or limitation upon assignment. Each Borrower covenants and agrees that each Eligible Receivable arising after the date of this Agreement will be in conformance with the foregoing representations in all material respects. Each Borrower acknowledges and agrees that the disclosures made pursuant to the foregoing clauses (2) and (4) shall not alter or diminish the right of the Administrative Agent to exclude the applicable Receivable from the category of Eligible Receivables if it does not satisfy all of the requirements for Eligible Receivables set forth in the definition of such term.