Representations Relating to the Collateral. (i) It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien or claim of any Person, other than Permitted Liens;
Representations Relating to the Collateral. The Borrower hereby represents and warrants that:
Representations Relating to the Collateral. No financing statement or other filing listing any of the Collateral is on file in any jurisdiction (other than any financing statement filed on behalf of the Lenders as secured party or in connection with a Permitted Lien); (b) the chief executive office of the Borrower is located at the address set forth in Section 5.03 herein; (c) the Borrower has not created and is not aware of any Lien on or affecting any Collateral other than the Lien created by this Agreement in favor of the Lenders or the Permitted Liens; and (d) the Borrower did not have or conduct business under any name or trade name in any jurisdiction during the past six years other than the name set forth on the signature page of this Agreement, and the Borrower is entitled to use such name.
Representations Relating to the Collateral. (i) It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien or claim of any Person, other than Permitted Liens; (ii) except for Permitted Liens or as contemplated by the Facility Documents, it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and it is not aware of any judgment, PBGC liens or tax lien filings against it or any of its assets; (iii) the Collateral constitutes Money, cash, accounts (as defined in Section 9- 102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or Security Entitlements to Financial Assets resulting from the crediting of Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” as defined in Section 9- 102(a)(29) of the UCC, or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other Liens (other than Permitted Liens) and claims and is enforceable as such against creditors of and purchasers from it, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with re...
Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower or any mortgage (or assignment thereof) or other similar instrument in each case that includes a description of collateral covering the Collateral other than any financing statement or any mortgage (or assignment thereof) relating to the security interest granted to the Administrative Agent hereunder or that has been terminated; and - 57- 34881204v6 110062879
