Common use of Representations and Warranties Regarding Collateral Clause in Contracts

Representations and Warranties Regarding Collateral. INFOTOPIA represents, warrants and covenants to VITAQUEST that: (a) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA owns the Collateral free of all liens, security interests and claims; (b) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral and the same are free from all encumbrances and rights of setoff of any kind; (c) INFOTOPIA has good and marketable title to the Collateral and will warrant and defend the same against all claims: (d) except for the Permitted Liens, the security interest in and lien upon the Collateral granted to VITAQUEST hereunder is a second security interest in and lien upon such Collateral; (e) except as herein provided, INFOTOPIA will not hereafter without the prior written consent of VITAQUEST sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to VITAQUEST; (f) INFOTOPIA will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein; (g) each account and general intangible, if included in the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA will defend the same against all claims, demands, setoffs and counterclaims at any time asserted; and (h) at the time any account or general intangible becomes subject to this Agreement, such account or general intangible will be a good and valid account representing a bona fide sale of goods or services by INFOTOPIA and such goods will have been shipped to the respective account debtors or the services will have been performed for the respective account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaim.

Representations and Warranties Regarding Collateral. INFOTOPIA represents, warrants and covenants to VITAQUEST that: (a) Except as set forth Appropriate financing statements having been filed in the jurisdictions listed on Schedule "B" annexed I hereto, INFOTOPIA owns all certificates representing investment property that consists of certificated securities having been delivered to the Secured Party, the Secured Party having obtained control over all investment property and all appropriate filings having been made, this Agreement is effective to create a valid and continuing first priority Lien on the Collateral, prior to all other Liens except Permitted Liens entitled to priority under Applicable Laws. All actions necessary or desirable to protect and perfect such security interest in each item of the Collateral free of all liens, security interests and claims;has been duly taken. (b) Each Grantor is the owner of the Collateral it purports to own, free from any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Permitted Liens. (c) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral is on file or of record in any public office, except such as may have been filed by any Grantor in favor of the Secured Party pursuant to this Agreement or such as related to other Permitted Liens. (d) None of the Collateral constitutes, or is the proceeds of, “farm products” as defined in Section 9102(a)(34) or “consumer goods” as defined in Section 9102(a)(23), of the UCC. None of the account debtors in respect of any accounts, chattel paper or general intangibles and none of the obligors in respect of any instruments included in the Collateral is a governmental authority subject to the Federal Assignment of Claims Act. the amounts reflected on all records, invoices, statements, and schedules of Accounts with respect thereto (i) to the knowledge of each Grantor, are actually and absolutely owing to such Grantor as indicated thereon and (ii) are not in any way contingent; (e) Except as set forth on Schedule "B" annexed heretospecifically disclosed to the Secured Party in writing, INFOTOPIA has not made any prior sale(i) there are no known setoffs, pledgeclaims, encumbrance, assignment or other disposition of disputes existing or asserted with respect to any of the Collateral and each Grantor has not agreed and will not agree with any applicable account debtor to (A) any deduction therefrom, (B) any extension of time for the same are free from all encumbrances and rights of setoff payment thereof, (C) any compromise or settlement for less than the full amount thereof, or (D) any release, in whole or in part, of any kindPerson liable therefor, except as to all of the foregoing deductions, extensions, compromises, settlements, or releases allowed by such Grantor in the ordinary course of its business and disclosed to Secured Party. No payments have been made by account debtors obligated on any Collateral, except ordinary-course payments that have reduced the balance thereof as reported by any Grantor to Secured Party. To the best of each Grantor’s knowledge, each account debtor obligated on the Collateral has the capacity to contract and is solvent. (f) Schedule I hereto reflects as of the date hereof: (i) each Grantor’s exact corporate name as it appears in its certificate of incorporation, certificate of formation or other similar governing document; (cii) INFOTOPIA has good and marketable title to the Collateral and will warrant and defend the same against all claims:state of organization of each Grantor; (diii) except each other corporate name each Grantor has had since its organization, together with the date of the relevant change; and (iv) all appropriate jurisdictions for the Permitted Liens, filing financing statements to perfect the security interest in and lien upon the Collateral granted to VITAQUEST hereunder is a second security interest in and lien upon such Collateral; (e) except as herein provided, INFOTOPIA will not hereafter without the prior written consent of VITAQUEST sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to VITAQUEST; (f) INFOTOPIA will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein;hereunder. (g) each account and general intangible, if included in No Grantor maintains or has maintained within the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA will defend past year any books or records concerning the same against all claims, demands, setoffs and counterclaims Collateral except at any time asserted; andthe locations specified on Schedule I hereto. (h) at Each Grantor has identified clearly and accurately in its records the time chattel paper that has been transferred pursuant to Securitization Transactions and otherwise. (i) Schedule II hereto sets forth a true and complete list of all Securitization Transaction Collateral Release Agreements enter into by the Secured Party with respect to any account or general intangible becomes subject to this AgreementSecuritization Transactions consummated by any Grantor from March 8, such account or general intangible will be 2002, through the date hereof. (j) Schedule III hereto sets forth a good true and valid account representing a bona fide sale complete list of goods or services by INFOTOPIA all Class B Certificates and such goods will have been shipped Residual Interest Certificates pledged to the respective account debtors Secured Party through the date hereof. Other than the Class B Certificates and Residual Interest Certificates listed on such Schedule, no Grantor owns or the services will have been performed for the respective account debtors, holds any Class B Certificates and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaimResidual Interest Certificates.

Representations and Warranties Regarding Collateral. INFOTOPIA AHDC represents, warrants and covenants to VITAQUEST SIMON that: (a) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA AHDC owns the Collateral free of all liens, security interests and claims, other than (1) the security interest in favor of Hudson United Bank in existence xx xxx date hereof (the "HUBCO Lien") and (2) that certain pari passu security interest granted this date to Keith Frankel (collectively, xxx "Xxxxxxxxx Liens"); (b) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA AHDC has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral and the same are free from all encumbrances and rights of setoff of any kind, other than the Permitted Liens; (c) INFOTOPIA AHDC has good and marketable title to the Collateral and will warrant and defend the same against all claims: (d) except for the Permitted Liens, the security interest in and lien upon the Collateral granted to VITAQUEST SIMON hereunder is a second first priority security interest in and lien upon such Collateral, subject only to the HUBCO Lien; (e) except as herein provided, INFOTOPIA AHDC will not hereafter without the prior written consent of VITAQUEST SIMON sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to VITAQUESTSIMON; (f) INFOTOPIA AHDC will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein; (g) each account and general intangible, if included in the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA AHDC will defend the same against all claims, demands, setoffs and counterclaims at any time asserted; and (h) at the time any account or general intangible becomes subject to this Agreement, such account or general intangible will be a good and valid account representing a bona fide sale of goods or services by INFOTOPIA AHDC and such goods will have been shipped to the respective account debtors or the services will have been performed for the respective account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaim.

Representations and Warranties Regarding Collateral. INFOTOPIA TRENDIRECT represents, warrants and covenants to VITAQUEST that: (a) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA TRENDIRECT owns the Collateral free of all liens, security interests and claims; (b) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA TRENDIRECT has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral and the same are free from all encumbrances and rights of setoff of any kind; (c) INFOTOPIA TRENDIRECT has good and marketable title to the Collateral and will warrant and defend the same against all claims: (d) except for the Permitted Liens, the security interest in and lien upon the Collateral granted to VITAQUEST hereunder is a second purchase money security interest in and lien upon such Collateral; (e) except as herein provided, INFOTOPIA TRENDIRECT will not hereafter without the prior written consent of VITAQUEST sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to VITAQUEST; (f) INFOTOPIA TRENDIRECT will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein; (g) each account and general intangible, if included in the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA TRENDIRECT will defend the same against all claims, demands, setoffs and counterclaims at any time asserted; and (h) at the time any account or general intangible becomes subject to this Agreement, such account or general intangible will be a good and valid account representing a bona fide sale of goods or services by INFOTOPIA TRENDIRECT and such goods will have been shipped to the respective account debtors or the services will have been performed for the respective account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaim.

Representations and Warranties Regarding Collateral. INFOTOPIA representsTo induce the Bank to enter into this Agreement and make Credit Extensions, the Borrower hereby represents and warrants and covenants to VITAQUEST the Bank that: (a) Except as set forth on Schedule "B" annexed heretoBorrower is the beneficial and record owner of the Pledged Shares, INFOTOPIA owns the Collateral free of all liensLiens, security interests and claims;restrictive legends or stop transfer instructions; and (b) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA has not made any prior sale, pledge, encumbrance, assignment or other disposition of any all of the Collateral Pledged Shares have been duly authorized and the same validly issued and are free from all encumbrances fully paid and rights of setoff of any kind;non-assessable; and (c) INFOTOPIA has good The Pledged Shares delivered to the Bank constitute 100% of all of the issued and marketable title outstanding common shares of stock of the Issuer. Borrower owns no other common shares of the Issuer. All common shares of stock of the Issuer owned by the Borrower, (i) are in certificated form and registered in Borrower’s name, (ii) are fully described in Exhibit A, (iii) have been duly authorized, validly issued and are fully paid and non-assessable, and (iv) none of such shares have been issued or transferred in violation of the Securities Act of 1933, as amended or replaced (the "1933 Act") or the Securities Exchange Act of 1934, as amended or replaced (the "1934 Act"), and (v) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral and will warrant and defend the same against all claims:except as follows: None; and (d) except for True, correct and complete copies of the Permitted LiensIssuer’s governing documents and any other documents which evidence or govern the issuance or pledge (other than to Bank pursuant to this Agreement) of, or the security interest in rights and lien upon duties of any holders of the Collateral granted Pledged Shares have been delivered to VITAQUEST hereunder is a second security interest in and lien upon such Collateral;Bank; and (e) except as herein providedfor consents to which have already been obtained, INFOTOPIA will not hereafter without the prior written no consent of VITAQUEST sell, pledge, encumber, assign or otherwise dispose approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Bank of any rights with respect to the Collateral or permit any right (iii) the pledge and assignment of, and the grant of setoff, lien or a security interest to exist thereon except to VITAQUEST;and Lien in, the Collateral hereunder; and (f) INFOTOPIA will defend there are no restrictions on transfer of the Collateral against all claims Pledged Shares contained in the articles of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and demands of all persons at any time claiming legally waived by the same or any interest therein;necessary parties; and (g) each account and general intangiblenone of the Pledged Stock has been issued or transferred in violation of the securities registration, if included in securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, including, without limitation, the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA will defend Securities Act or the same against all claims, demands, setoffs and counterclaims at any time assertedExchange Act; and (h) at the time any account or general intangible becomes subject pledge and assignment of the Collateral and the grant of a security interest and Lien under this Agreement vests in the Bank all rights of Borrower in the Collateral to the extent contemplated by this Agreement; and (i) No UCC financing statement covering the Collateral or any part thereof, is on file in any public office, unless in favor of the Bank. The security interest and Lien granted in the Collateral by Borrower to the Bank is valid and enforceable and constitutes a first priority perfected security interest and Lien therein; and (j) Borrower has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral or other matters relative to the Collateral (including but not limited to, rights to convert, rights to subscribe, payment of dividends and/or distributions, reorganizations or other exchanges, calls, tender offers, redemptions, and voting rights); and Borrower agrees that Bank shall have no responsibility or liability for ascertaining or informing Borrower of any such account changes or general intangible will be potential changes or other matters or for taking any action or omitting to take action with respect thereto, whether or not Bank has or is deemed to have knowledge of such matters; and (k) Borrower has provided to the Bank a good summary description of all subordinated notes and valid account representing a bona fide sale creditors being paid off by the proceeds of goods or services by INFOTOPIA the Loans and such goods will have been shipped to summary description contains a true and accurate description of such notes and creditors, including the respective account debtors or the services will have been performed for the respective account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaimamounts being paid off.

Representations and Warranties Regarding Collateral. INFOTOPIA NUTRITIONARY represents, warrants and covenants to VITAQUEST FRANKEL that: (a) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA NUXXXXXXXARY owns the Collateral free of all liens, security interests and claims, other than that certain pari passu security interest granted this date to Melvin Simon (the "Permitted Liexx"); (b) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA NUTRITIONARY has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral and the same are free from all encumbrances and rights of setoff of any kind, other than the Permitted Liens; (c) INFOTOPIA NUTRITIONARY has good and marketable title to the Collateral and will warrant and defend the same against all claims: (d) except for the Permitted Liens, the security interest in and lien upon the Collateral granted to VITAQUEST FRANKEL hereunder is a second first prxxxxxx security interest in and lien upon such Collateral; (e) except as herein provided, INFOTOPIA NUTRITIONARY will not hereafter without the prior written consent of VITAQUEST FRANKEL sell, pledge, encumber, assign xxxxgn or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to VITAQUESTFRANKEL; (f) INFOTOPIA will defend NUTRITIONARY xxxx xefend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein; (g) each account and general intangible, if included in the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA NUTRITIONARY will defend the same against all claims, demands, setoffs and counterclaims at any time asserted; and (h) at the time any account or general intangible becomes subject to this Agreement, such account or general intangible will be a good and valid account representing a bona fide sale of goods or services by INFOTOPIA NUTRITIONARY and such goods will have been shipped to the respective account debtors or the services will have been performed for the respective account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaim.

Representations and Warranties Regarding Collateral. INFOTOPIA AHDC represents, warrants and covenants to VITAQUEST FRANKEL that: (a) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA owns AHXX xxxx the Collateral free of all liens, security interests and claims, other than (1) the security interest in favor of Hudson United Bank in existence xx xxx date hereof (the "HUBCO Lien") and (2) that certain pari passu security interest granted this date to Melvin Simon (collectively, xxx "Xxxxxxxxd Liens"); (b) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA AHDC has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral and the same are free from all encumbrances and rights of setoff of any kind, other than the Permitted Liens; (c) INFOTOPIA AHDC has good and marketable title to the Collateral and will warrant and defend the same against all claims: (d) except for the Permitted Liens, the security interest in and lien upon the Collateral granted to VITAQUEST FRANKEL hereunder is a second first prxxxxxx security interest in and lien upon such Collateral, subject only to the HUBCO Lien; (e) except as herein provided, INFOTOPIA AHDC will not hereafter without the prior written consent of VITAQUEST FRANKEL sell, pledge, encumber, assign xxxxxn or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to VITAQUESTFRANKEL; (f) INFOTOPIA AHDC will defend the dexxxx xxe Collateral against all claims and demands of all persons at any time claiming the same or any interest therein; (g) each account and general intangible, if included in the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA AHDC will defend the same against all claims, demands, setoffs and counterclaims at any time asserted; and (h) at the time any account or general intangible becomes subject to this Agreement, such account or general intangible will be a good and valid account representing a bona fide sale of goods or services by INFOTOPIA AHDC and such goods will have been shipped to the respective account debtors or the services will have been performed for the respective account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaim.