Common use of Representations of Obligor Clause in Contracts

Representations of Obligor. Obligor represents and warrants to Collateral Agent and the other Secured Creditors that (a) to Obligor’s knowledge no financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than any financing statement filed on behalf of Collateral Agent, as secured party) and Obligor has not entered into control agreements in favor of any party except Collateral Agent with respect to Collateral constituting Deposit Accounts or Investment Property, nor has Obligor executed in favor of any party except Collateral Agent an assignment of the proceeds of any Collateral constituting Letter-of-Credit Rights or granted to any party except Collateral Agent control (pursuant to Section 9-105 of the UCC) of any Collateral constituting Electronic Chattel Paper; (b) the chief executive office of Obligor, if any, is located at the address set forth on Schedule I hereto and the state of organization of Obligor, if any, is as specified on Schedule I hereto; (c) all Collateral, other than intangible property and property which is in the possession of Collateral Agent or its agents, is located at the Collateral Location(s) and Obligor has no place of business other than the chief executive office specified herein, if any, and the Collateral Location(s); (d) Obligor has rights in or the power to transfer the Collateral or is the legal and beneficial owner of the Collateral and the Collateral is free and clear of all Liens, other than the Lien created by this Agreement in favor of Collateral Agent; (e) if Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly authorized by all required corporate, limited liability company, partnership or other applicable actions of Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of Obligor; (g) the execution, delivery and performance of this Agreement does not violate any law or any agreement or undertaking to which Obligor is a party or by which Obligor may be bound and does not result in the imposition of any Lien upon any Collateral other than the Lien in favor of Collateral Agent, for its benefit and the benefit of the Secured Creditors, created by this Agreement; (h) all consents, approvals, authorizations, permits and licenses necessary for Obligor to enter and perform its obligations under this Agreement and the Obligations and/or to conduct its business have been obtained; (i) Obligor did not have or conduct business under any name or trade name (except its subsidiaries and affiliates) in any jurisdiction during the past six years other than its name and trade names, if any, set forth on Schedule III hereto, and Obligor is entitled to use such name and trade names. The Copyrights, Patents and Trademarks listed on Schedule III hereto constitute all of the Intellectual Property owned by Obligor and all Intellectual Property owned by Obligor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made and Obligor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to all Intellectual Property purported to be owned by Obligor, free and clear of any Liens.

Representations of Obligor. The Obligor represents and warrants to Collateral Agent and the other Secured Creditors Creditor that (a) to Obligor’s knowledge no financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than any financing statement filed on behalf of Collateral Agentthe Creditor, as secured party) and Obligor has not entered into control agreements in favor of any party except Collateral Agent with respect to Collateral constituting Deposit Accounts or Investment Property, nor has Obligor executed in favor of any party except Collateral Agent an assignment of the proceeds of any Collateral constituting Letter-of-Credit Rights or granted to any party except Collateral Agent control (pursuant to Section 9-105 of the UCC) of any Collateral constituting Electronic Chattel Paper); (b) the chief executive office of the Obligor, if any, is located at the address set forth on Schedule I hereto and in the state of organization of Obligor, if any, is as specified on Schedule I heretospace provided therefor in this Agreement; (c) all Collateral, other than intangible property and property which is in the possession of Collateral Agent the Creditor or its agents, is located at the Collateral Location(s) and the Obligor has no place of business other than the chief executive office specified herein, if any, and the Collateral Location(s); (d) the Obligor has rights in not created and is not aware of any Lien on or the power to transfer the affecting any Collateral or is the legal and beneficial owner of the Collateral and the Collateral is free and clear of all Liens, other than the Lien created by this Agreement in favor of Collateral Agentthe Creditor; (e) if the Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly authorized by all required corporate, limited liability company, partnership or other applicable actions of the Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of the Obligor; (g) the execution, delivery and performance of this Agreement does do not violate any law or any agreement or undertaking to which the Obligor is a party or by which the Obligor may be bound and does do not result in the imposition of any Lien upon any Collateral other than the Lien in favor of Collateral Agent, for its benefit and the benefit of the Secured Creditors, Creditor created by this Agreement; (h) all consents, approvals, authorizations, permits and licenses necessary for the Obligor to enter and perform its obligations under this Agreement and the Obligations and/or to conduct its business have been obtained; (i) the Obligor did not have or conduct business under any name or trade name (except its subsidiaries and affiliates) in any jurisdiction during the past six years other than its name and trade names, if any, set forth on Schedule III heretothe signature page of this Agreement, and the Obligor is entitled to use such name and trade names. The Copyrights, Patents ; and Trademarks listed on Schedule III hereto constitute all of (j) the Intellectual Property owned by Obligor and all Intellectual Property owned by Obligor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made and Obligor is the sole legal and exclusive beneficial owner of all Collateral specifically identified on page 1 of this Agreement (alongside the entire box designated "Specific Property") and unencumbered rightany Collateral specifically identified in any rider, title and interest in and schedule or exhibit to all Intellectual Property purported to be owned by Obligor, free and clear of any Liensthis Agreement.

Representations of Obligor. The Obligor represents and warrants to Collateral Agent and the other Secured Creditors bank that (a) to Obligor’s knowledge no financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than any financing statement filed on behalf of Collateral AgentBank, as secured party) and Obligor has not entered into control agreements in favor of any party except Collateral Agent with respect to Collateral constituting Deposit Accounts or Investment Property, nor has Obligor executed in favor of any party except Collateral Agent an assignment of the proceeds of any Collateral constituting Letter-of-Credit Rights or granted to any party except Collateral Agent control (pursuant to Section 9-105 of the UCC) of any Collateral constituting Electronic Chattel Paper); (b) the chief executive office of the Obligor, if any, is located at the address set forth on Schedule I hereto and in the state of organization of Obligor, if any, is as specified on Schedule I heretospace provided therefor in this Agreement; (c) all Collateral, other than intangible property and property which is in the possession of Collateral Agent Bank or its agents, is located at the Collateral Location(s) and the Obligor has no place of business other than the chief executive office specified herein, if any, and the Collateral Location(s); (d) the Obligor has rights in not created and is not aware of any Lien on or the power to transfer the affecting any Collateral or is the legal and beneficial owner of the Collateral and the Collateral is free and clear of all Liens, other than the Lien lien created by this Agreement in favor of Collateral AgentBank; (e) if the Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly authorized by all required corporate, limited liability company, partnership or other applicable actions of the Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of the Obligor; (g) the execution, delivery and performance of this Agreement does do not violate any law or any agreement or undertaking to which the Obligor is a party or by which the Obligor may be bound and does do not result in the imposition of any Lien upon any Collateral other than the Lien in favor of Collateral Agent, for its benefit and the benefit of the Secured Creditors, Bank created by this Agreement; (h) all consents, approvals, authorizations, permits and licenses necessary for the Obligor to enter and perform its obligations under this Agreement and the Obligations and/or to conduct its business have been obtained; (i) the Obligor did not have or conduct business under any name or trade name (except its subsidiaries and affiliates) in any jurisdiction during the past six years other than its name and trade names, if any, set forth on Schedule III heretothe signature page of this Agreement, and the Obligor is entitled to use such name and trade names. The Copyrights, Patents ; and Trademarks listed on Schedule III hereto constitute all of (j) the Intellectual Property owned by Obligor and all Intellectual Property owned by Obligor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made and Obligor is the sole legal and exclusive beneficial owner of all Collateral specifically identified on page 1 of this Agreement (alongside the entire box designated "Specific Property") and unencumbered rightany Collateral specifically identified in any rider, title and interest in and schedule or exhibit to all Intellectual Property purported to be owned by Obligor, free and clear of any Liensthis Agreement.

Representations of Obligor. The Obligor represents and warrants to Collateral Agent and the other Secured Creditors Bank that (a) to Obligor’s knowledge no financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than any financing statement filed on behalf of Collateral AgentBank, as secured party) party and Obligor has not entered into control agreements as set forth in favor of any party except Collateral Agent with respect to Collateral constituting Deposit Accounts or Investment Property, nor has Obligor executed in favor of any party except Collateral Agent an assignment of the proceeds of any Collateral constituting Letter-of-Credit Rights or granted to any party except Collateral Agent control Schedule A annexed hereto (pursuant to Section 9-105 of the UCC) of any Collateral constituting Electronic Chattel Paper"Permitted Liens"); (b) the chief executive office of the Obligor, if any, is located at the address set forth on Schedule I hereto and in the state of organization of Obligor, if any, is as specified on Schedule I heretospace provided therefor in this Agreement; (c) all Collateral, other than intangible property and property which is in the possession of Collateral Agent Bank or its agents, is located at the Collateral Location(s) and the Obligor has no place of business other than the chief executive office specified herein, if any, and the Collateral Location(s); (d) the Obligor has rights in not created and is not aware of any Lien on or the power to transfer the affecting any Collateral or is the legal and beneficial owner of the Collateral and the Collateral is free and clear of all Liens, other than the Lien created by this Agreement in favor of Collateral AgentBank and the Permitted Liens; (e) if the Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly authorized by all required corporate, limited liability company, partnership or other applicable actions of the Obligor; (f) this Agreement and the Line Letter each constitutes a valid, binding and enforceable obligation of the Obligor; (g) the execution, delivery and performance of this Agreement does and the Line Letter each do not violate any law or any agreement or undertaking to which the Obligor is a party or by which the Obligor may be bound and does do not result in the imposition of any Lien upon any Collateral other than the Lien in favor of Collateral Agent, for its benefit and the benefit of the Secured Creditors, Bank created by this Agreement; (h) all consents, approvals, authorizations, permits and licenses necessary for the Obligor to enter and perform its obligations under this Agreement Agreement, the Line Letter, and the Obligations and/or to conduct its business have been obtained; (i) the Obligor did not have or conduct business under any name or trade name (except its subsidiaries and affiliates) in any jurisdiction during the past six years other than its name and trade names, if any, set forth on Schedule III heretothe signature page of this Agreement, and the Obligor is entitled to use such name and trade names. The Copyrights, Patents ; and Trademarks listed on Schedule III hereto constitute all of (j) the Intellectual Property owned by Obligor and all Intellectual Property owned by Obligor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made and Obligor is the sole legal and exclusive beneficial owner of all Collateral specifically identified on page 1 of this Agreement (alongside the entire box designated "Specific Property") and unencumbered rightany Collateral specifically identified in any rider, title and interest in and schedule or exhibit to all Intellectual Property purported to be owned by Obligor, free and clear of any Liensthis Agreement.

Representations of Obligor. The Obligor represents and warrants to Collateral Agent and the other Secured Creditors Bank that (a) to Obligor’s knowledge no financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than any financing statement filed on behalf of Collateral AgentBank, as secured party) and Obligor has not entered into control agreements in favor of any party except Collateral Agent with respect to Collateral constituting Deposit Accounts or Investment Property, nor has Obligor executed in favor of any party except Collateral Agent an assignment of the proceeds of any Collateral constituting Letter-of-Credit Rights or granted to any party except Collateral Agent control (pursuant to Section 9-105 of the UCC) of any Collateral constituting Electronic Chattel Paper); (b) the chief executive office of the Obligor, if any, is located at the address set forth on Schedule I hereto and in the state of organization of Obligor, if any, is as specified on Schedule I heretospace provided therefor in this Agreement; (c) all Collateral, other than intangible property and property which is in the possession of Collateral Agent Bank or its agents, is located at the Collateral Location(s) and the Obligor has no place of business other than the chief executive office specified herein, if any, and the Collateral Location(s); (d) the Obligor has rights in not created and is not aware of any Lien on or the power to transfer the affecting any Collateral or is the legal and beneficial owner of the Collateral and the Collateral is free and clear of all Liens, other than the Lien created by this Agreement in favor of Collateral AgentBank; (e) if the Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly authorized by all required corporate, limited liability company, partnership or other applicable actions of the Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of the Obligor; (g) the execution, delivery and performance of this Agreement does do not violate any law or any agreement or undertaking to which the Obligor is a party or by which the Obligor may be bound and does do not result in the imposition of any Lien upon any Collateral other than the Lien in favor of Collateral Agent, for its benefit and the benefit of the Secured Creditors, Bank created by this Agreement; (h) all consents, approvals, authorizations, permits and licenses necessary for the Obligor to enter and perform its obligations under this Agreement and the Obligations and/or to conduct its business have been obtained; (i) the Obligor did not have or conduct business under any name or trade name (except its subsidiaries and affiliates) in any jurisdiction during the past six years other than its name and trade names, if any, set forth on Schedule III heretothe signature page of this Agreement, and the Obligor is entitled to use such name and trade names. The Copyrights, Patents ; and Trademarks listed on Schedule III hereto constitute all of (j) the Intellectual Property owned by Obligor and all Intellectual Property owned by Obligor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made and Obligor is the sole legal and exclusive beneficial owner of all Collateral specifically identified on page 1 of this Agreement (alongside the entire box designated "Specific Property") and unencumbered rightany Collateral specifically identified in any rider, title and interest in and schedule or exhibit to all Intellectual Property purported to be owned by Obligor, free and clear of any Liensthis Agreement.

Representations of Obligor. Obligor represents and warrants to Collateral Agent and the other Secured Creditors Bank that (a) to Obligor’s knowledge no financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than any financing statement filed on behalf of Collateral AgentBank, as secured party) and Obligor has not entered into control agreements in favor of any party except Collateral Agent Bank with respect to Collateral constituting Deposit Accounts or Investment Property, nor has Obligor executed in favor of any party except Collateral Agent Bank an assignment of the proceeds of any Collateral constituting Letter-of-Credit Rights or granted to any party except Collateral Agent Bank control (pursuant to Section 9-105 of the UCC) of any Collateral constituting Electronic Chattel Paper; (b) the chief executive office of Obligor, if any, is located at the address set forth on Schedule I hereto in the space provided therefor in this Agreement and the state of organization of Obligor, if any, is as specified on Schedule I heretoin the space provided therefor in this Agreement; (c) all Collateral, other than intangible property and property which is in the possession of Collateral Agent Bank or its agents, is located at the Collateral Location(s) and Obligor has no place of business other than the chief executive office specified herein, if any, and the Collateral Location(s); (d) Obligor has rights in or the power to transfer the Collateral or is the legal and beneficial owner of the Collateral and the Collateral is free and clear of all Liens, other than the Lien created by this Agreement in favor of Collateral AgentBank; (e) if Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly authorized by all required corporate, limited liability company, partnership or other applicable actions of Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of Obligor; (g) the execution, delivery and performance of this Agreement does do not violate any law or any agreement or undertaking to which Obligor is a party or by which Obligor may be bound and does do not result in the imposition of any Lien upon any Collateral other than the Lien in favor of Collateral Agent, for its benefit and the benefit of the Secured Creditors, Bank created by this Agreement; (h) all consents, approvals, authorizations, permits and licenses necessary for Obligor to enter and perform its obligations under this Agreement and the Obligations and/or to conduct its business have been obtained; and (i) Obligor did not have or conduct business under any name or trade name (except its subsidiaries and affiliates) in any jurisdiction during the past six years other than its name and trade names, if any, set forth on Schedule III heretothe signature page of this Agreement, and Obligor is entitled to use such name and trade names. The Copyrights, Patents and Trademarks listed on Schedule III hereto constitute all of the Intellectual Property owned by Obligor and all Intellectual Property owned by Obligor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made and Obligor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to all Intellectual Property purported to be owned by Obligor, free and clear of any Liens.

Representations of Obligor. Obligor represents and warrants to Collateral Agent and the other Secured Creditors Party that (a) to Obligor’s knowledge no financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than any financing statement filed on behalf of Collateral AgentSecured Party, as secured party) and Obligor has not entered into control agreements in favor of any party except Collateral Agent with respect to Collateral constituting Deposit Accounts or Investment Property, nor has Obligor executed in favor of any party except Collateral Agent an assignment of the proceeds of any Collateral constituting Letter-of-Credit Rights or granted to any party except Collateral Agent control (pursuant to Section 9-105 of the UCC) of any Collateral constituting Electronic Chattel Paper; (b) the chief executive office of Obligor, if any, is located at the address set forth on Schedule I hereto in the space provided therefor in this Agreement and the state of organization of Obligor, if any, is as specified on Schedule I heretoin the space provided therefor in this Agreement; (c) all Collateral, other than intangible property and property which is in the possession of Collateral Agent Secured Party or its agents, is located at the Collateral Location(s) and Obligor has no place of business other than the chief executive office specified herein, if any, and the Collateral Location(s); (d) Obligor has rights in or the power to transfer the Collateral or is the legal and beneficial owner of the Collateral and the Collateral is free and clear of all Liens, other than the Lien created by this Agreement in favor of Collateral AgentSecured Party; (e) if Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly authorized by all required corporate, limited liability company, partnership or other applicable actions of Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of Obligor; (g) the execution, delivery and performance of this Agreement does do not violate any law or any agreement or undertaking to which Obligor is a party or by which Obligor may be bound and does do not result in the imposition of any Lien upon any Collateral other than the Lien in favor of Collateral Agent, for its benefit and the benefit of the Secured Creditors, Party created by this Agreement; (h) all consents, approvals, authorizations, permits and licenses necessary for Obligor to enter and perform its obligations under this Agreement and the Obligations and/or to conduct its business have been obtained; and (i) Obligor did not have or conduct business under any name or trade name (except its subsidiaries and affiliates) in any jurisdiction during the past six years other than its name and trade names, if any, set forth on Schedule III heretothe signature page of this Agreement, and Obligor is entitled to use such name and trade names. The Copyrights, Patents and Trademarks listed on Schedule III hereto constitute all of the Intellectual Property owned by Obligor and all Intellectual Property owned by Obligor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made and Obligor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to all Intellectual Property purported to be owned by Obligor, free and clear of any Liens.