Representations Regarding Assets. With respect to any asset of the Borrower utilized in the calculation of the Borrowing Base set forth in this agreement, the Borrower represents and warrants to the Bank: (1) each asset represented by the Borrower to be eligible for Borrowing Base purposes of this agreement conforms to the eligibility definitions set forth in this agreement (2) all asset values delivered to the Bank will be true and correct, subject to immaterial variance; and be determined on a consistent accounting basis; (3) except as agreed to the contrary by the Bank in writing, each asset is now and at all times hereafter will be in the Borrower's physical possession and shall not be held by others on consignment, sale or approval, or sale or return; (4) except as reflected in schedules delivered to the Bank, each asset is now and at all times hereafter will be of good and merchantable quality, free from defects; (5) each asset is not now and will not at any time hereafter be stored with a bailee, warehouseman, or similar party without the Bank's prior written consent, and in such event, the Borrower will concurrently at the time of bailment cause any such bailee, warehouseman, or similar party to issue and deliver to the Bank, warehouseman receipts in the Bank's name evidencing the storage of the assets; and (6) the Bank, its assigns, or agents shall have the right at any time and at the Borrower's expense to inspect, examine and audit the Borrower's records, and if Accounts are included in the calculation of Borrowing Base, confirm with Account Debtors the accuracy of such Accounts, and inspect and examine the assets and to check and test the same as to quality, quantity, value, and condition.
Representations Regarding Assets. With respect to any asset of Borrower utilized in the calculation of the Asset Coverage Ratio set forth in this Agreement, Borrower represents and warrants to the Bank: (1) each asset represented by Borrower to be eligible for Asset Coverage Ratio purposes of this Agreement conforms to the eligibility definitions set forth in this Agreement; (2) all asset values delivered to the Bank will be consistent with GAAP, subject to immaterial variance; and be determined on a consistent accounting basis; and (3) the Bank, its assigns, or agents shall have the right upon prior written notice to Borrower, to confirm with Account Debtors the accuracy of such Accounts maintained with the Borrower.
Representations Regarding Assets. Seller hereby represents that it has performed all duties and obligations of "Company" under the IDRB Documents relating to the ownership, operation, use and maintenance of the Assets financed with the proceeds of the Retained IDRB Indebtedness and that the representations and warranties of "Company" relating to the ownership, operation, use and maintenance of such Assets under the IDRB Documents remain true and correct.
Representations Regarding Assets. The Assignor hereby covenants with -------------------------------- Assignee that Assignor is the lawful owner of the Assets and the rights hereby transferred or intended to be so transferred, and that Assignor has the right and authority to transfer, assign and convey the Assets to Assignee, without qualification or the consent of any third party other than as such consent may relate to the Proceeding, and that such Assets are hereby transferred free and clear of any lien, liability, claim or encumbrance except with respect to any and all such liens, liabilities, claims and encumbrances held and/or maintained by RFC.
