Common use of Seller's Corporate Representations and Warranties Clause in Contracts

Seller's Corporate Representations and Warranties. Seller represents and warrants to Buyer as of each Closing Date and as of any Renewal Date as follows: (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Oregon, is doing business only under the corporate and "doing business as" names listed in Exhibit G hereto, and is qualified to do business in each other jurisdiction where the conduct of its business or the ownership of its properties requires such qualification, and has full corporate power, authority and legal right to carry on its business as presently conducted, to own and operate its properties and assets, to execute, deliver and perform this Agreement and to sell the Loans and related Property. (b) The execution, delivery and performance by the Seller of this Agreement and any assignment, the endorsement the Notes and the sale of any Loans, related Notes and Related Documents and the security interest in the related Collateral hereunder have been duly authorized by all necessary corporate action of Seller, do not require any shareholder approval or the approval or consent of any trustee or the holders of any Debt of Seller, except such as have been obtained (certified copies thereof having been delivered to Buyer), do not contravene any law, regulation, rule or order binding on it or its Articles of Incorporation or Bylaws and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which Seller is a party or by which Seller or any of the Loans, related Notes or Related Documents may be bound or affected. (c) No Government Approval or filing or registration with any Governmental Authority is required for the making and performance by Seller of this Agreement or any assignment or the endorsement of the Notes or in connection with the sale of the Loans and related Property contemplated hereby, except such as have been heretofore obtained and are in full force and effect (certified copies thereof having been delivered to Buyer). (d) This Agreement has been duly executed and delivered by Seller and constitutes, and any assignment and any endorsement of a Note when duly executed and delivered will constitute, the legal, valid and binding obligation of the Seller enforceable against Seller in accordance with its terms. (e) Except as described in Exhibit H hereto, there are no actions, proceedings, investigations, or claims against or affecting Seller now pending before any court, arbitrator or other Governmental Authority (nor to the knowledge of Seller has any thereof been threatened nor does any basis exist therefor) which if determined adversely to the Seller would be likely to have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under an endorsement of any Note. With respect to the litigation described in Exhibit H hereto, a determination in such litigation that is materially adverse to the Seller or Guarantor would not have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under any assignment or endorsement of any Note. (f) The consolidated balance sheet of the Seller and its Affiliates and Subsidiaries at October 1, 1994, and the related statements of income and retained earnings of Seller and its Affiliates and Subsidiaries for the fiscal year then ended, copies of which have been furnished to Buyer, fairly present the financial condition of Seller and its Affiliates and Subsidiaries as at such date and the results of operations of Seller and its Affiliates and Subsidiaries for the fiscal year then ended, all in accordance with U.S. GAAP consistently applied. Since that date, there has been no material adverse change in the financial condition or operations of Seller or any of its Subsidiaries or Affiliates. (g) Seller has good and marketable title to each of the properties and assets reflected in its balance sheet referred to in Section 4.01(f) except such as have been since sold or otherwise disposed of in the ordinary course of business. (h) Neither Seller nor any of its Subsidiaries or Affiliates is in material breach of or default under any agreement or agreements to which it is a party or which are binding on it or any of its assets and which provide for the payment of monies, the delivery of goods or the provision of services in amounts or with values in the aggregate in excess of One Million Dollars ($1,000,000). (i) The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the assets of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of Seller and its consolidated subsidiaries or affect materially the ability of the Seller to perform this Agreement; no Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 or Section 2003(a) of ERISA) which could subject such Plan or any other Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust to the tax or penalty on prohibited transactions imposed by Section 502 or Section 2003(a) of ERISA; no Pension Plan or trust created thereunder has been terminated, and there have been no "reportable events" (as that term is defined in Section 4043 of ERISA) since the effective date of ERISA; no Pension Plan or trust created thereunder has incurred any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA) whether or not waived, since the effective date of ERISA; and the required allocations and contributions to Pension Plans will not violate Section 415 of the Code. (j) Uniform Commercial Code financing statements have been duly filed in all places where filing is necessary and all other or additional acts have been taken as are necessary to perfect the Buyer's interests arising hereunder and under the assignments in and to the Loans and related Property and the lien created hereby constitutes a valid and perfected lien of first priority in and to all of the Loans and related Property (other than in Collateral which is not Primary Collateral or not governed by the Uniform Commercial Code, in which case the Buyer has only such interest as the Seller had and disclosed to the Buyer on the applicable Closing Date and other than Seller's security interest in its capital stock and patronage dividends) and is enforceable against all third parties (other than third parties whose interests in Collateral which is not Primary Collateral are prior to Seller's interests therein on the applicable Closing Date) in all jurisdictions as security for all obligations of the Seller to the Buyer under this Agreement. (k) Seller has good and marketable title to the Loans and related Notes designated for sale to the Buyer hereunder, the Related Documents and the proceeds thereof, free and clear of all liens and encumbrances and Seller has not transferred in any manner whatever to any Person (other than Buyer) and has not created or permitted any lien, pledge, charge, security interest, ownership interest, participation interest or any other interest of any nature whatever (other than in favor of the Buyer) in respect of the Loans, the related Notes, the Related Documents or the proceeds thereof. (l) Seller's chief executive offices and the offices where such Seller keeps records concerning the Loans and related Property are located at 0000 X.X. Xxxx Xxxx, Xxxxxxxx, Xxxxxx or such other location to which such offices are moved pursuant to Section 6.01(m) hereof. (m) This Agreement, the financial statements referred to in Section 4.01(f) and all other instruments, documents, certificates and statements furnished to the Buyer by the Seller, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading. (n) Seller is "eligible" to borrow from NCB under the provisions of the Bank Act.

Seller's Corporate Representations and Warranties. Seller represents and warrants to Buyer as of the Effectiveness Date, as of each Closing Incremental Purchase Date and as of any Renewal Date the date of execution of this Agreement as follows: (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of OregonCalifornia, is doing business only under the corporate and "doing business as" names listed in Exhibit G heretoname “Grocers Capital Company”, and is qualified to do business in each other jurisdiction where the conduct of its business or the ownership of its properties requires such qualification, and has full corporate power, authority and legal right to carry on its business as presently conducted, to own and operate its properties and assets, to execute, deliver and perform this Agreement and to sell the Loans and related Property. (b) The execution, delivery and performance by the Seller of this Agreement and any assignment, the any endorsement of the Notes and the sale of any Loans, related Notes and Related Documents and the security interest in the related Collateral hereunder have been duly authorized by all necessary corporate action of Seller, do not require any shareholder approval or the approval or consent of any trustee or the holders of any Debt of Seller, except such as have been obtained (certified copies thereof having been delivered to Buyer), do not contravene any law, regulation, rule or order binding on it or its Articles of Incorporation or Bylaws and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which Seller is a party or by which Seller or any of the Loans, related Notes or Related Documents may be bound or affected. (c) No Government Approval or filing or registration with any Governmental Authority is required for the making and performance by Seller of this Agreement or any assignment or the endorsement of the Notes or in connection with the sale of the Loans and related Property contemplated hereby, except such as have been heretofore obtained and are in full force and effect (certified copies thereof having been delivered to Buyer). (d) This Agreement has been duly executed and delivered by Seller and constitutes, and any assignment and any endorsement of a Note when duly executed and delivered will constitute, the legal, valid and binding obligation of the Seller enforceable against Seller in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (e) Except as described in Exhibit H hereto, there There are no actions, proceedings, investigations, or claims against or affecting Seller now pending before any court, arbitrator or other Governmental Authority (nor to the knowledge of Seller has any thereof been threatened nor does any basis exist therefor) which if determined adversely to the Seller would be likely to have a material adverse effect on the financial condition or operations of Seller or on Seller's ’s ability to perform its obligations under this Agreement, or under an endorsement of any Note. With respect to the litigation described in Exhibit H hereto, a determination in such litigation that is materially adverse to the Seller or Guarantor would not have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under any assignment or endorsement of any Note. (f) The consolidated balance sheet of each of Unified and its Subsidiaries and of the Seller and its Affiliates and Subsidiaries at October 1December 31, 19942003, and the related statements of income and retained earnings of each of Unified and its Subsidiaries and of Seller and its Affiliates and Subsidiaries for the their respective fiscal year periods then ended, copies of which have been furnished to Buyer, fairly present the financial condition of each of Unified and its Subsidiaries and of Seller and its Affiliates and Subsidiaries as at such date and the results of operations of each of Unified and its Subsidiaries and of Seller and its Affiliates and Subsidiaries for the their respective fiscal year periods then ended, all in accordance with U.S. GAAP consistently appliedapplied (except for the absence of footnote disclosures). Since that date, there has been no material adverse change in the financial condition or operations of either of Unified or its Subsidiaries or of Seller or any of its Subsidiaries or AffiliatesSubsidiaries. (g) Seller has good and marketable title to each of the properties and assets reflected in its balance sheet referred to in Section 4.01(f) except such as have been since sold or otherwise disposed of in the ordinary course of business. (h) Neither Seller nor any of its Subsidiaries or Affiliates is in material breach of or default under any agreement or agreements to which it is a party or which are binding on it or any of its assets and which provide for the payment of monies, the delivery of goods or the provision of services in amounts or with values in the aggregate in excess of One Million Dollars ($1,000,000)500,000. (i) The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the assets of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of Seller and each other member of its consolidated subsidiaries Controlled Group has fulfilled its obligations under the minimum funding standards of and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and has not incurred any liability to the PBGC or affect materially a Plan under Title IV of ERISA other than a liability to the ability PBGC for premiums under Section 4007 of ERISA. Neither the Seller nor any other member of its Controlled Group has any contingent liabilities with respect to perform this Agreement; no Plan or trust created thereunderany post retirement benefits under a Welfare Plan, or any trustee or administrator thereof, has engaged other than liability for continuation coverage described in a "prohibited transaction" (as such term is defined in Section 406 or Section 2003(a) Article 6 of Title I of ERISA) , which could subject such Plan or any other Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust may reasonably be expected to the tax or penalty on prohibited transactions imposed by Section 502 or Section 2003(a) of ERISA; no Pension Plan or trust created thereunder has been terminated, and there have been no "reportable events" (as that term is defined in Section 4043 of ERISA) since the effective date of ERISA; no Pension Plan or trust created thereunder has incurred any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA) whether or not waived, since the effective date of ERISA; and the required allocations and contributions to Pension Plans will not violate Section 415 of the Codea material adverse effect. (j) Uniform Commercial Code financing statements have been duly filed in all places where filing is necessary and all other or additional acts have been taken as are necessary to perfect the Buyer's ’s interests arising hereunder and under the assignments in and to the Loans and related Property and the lien created hereby constitutes a valid and perfected lien of first priority in and to all of the Loans and related Property (other than in Collateral which is not Primary Collateral or is not governed by the Uniform Commercial Code, in which case the Buyer has only such interest as the Seller had and disclosed to the Buyer on the applicable Closing Incremental Purchase Date and other than Seller's ’s security interest in its capital stock and patronage dividendsCooperative Assets) and is enforceable against all third parties (other than third parties whose interests in Collateral which is not Primary Collateral are prior to Seller's ’s interests therein on the applicable Closing Incremental Purchase Date) in all jurisdictions as security for all obligations of the Seller to the Buyer under this Agreement. (k) Seller has good and marketable title to the Loans and related Notes designated for sale to the Buyer hereunder, the Related Documents and the proceeds thereof, free and clear of all liens and encumbrances and Seller has not transferred in any manner whatever to any Person (other than Buyer) and has not created or permitted any lien, pledge, charge, security interest, ownership interest, participation interest or any other interest of any nature whatever (other than in favor of the Buyer) in respect of the Loans, the related Notes, the Related Documents or the proceeds thereof. (l) Seller's ’s chief executive offices and the offices where such Seller keeps records concerning the Loans and related Property are located at 0000 X.X. Xxxx XxxxXxxxxx Xxxxxx, XxxxxxxxCommerce, Xxxxxx California 90040 or such other location to which such offices are moved pursuant to Section 6.01(m) hereof. (ml) This Agreement, the financial statements referred to in Section 4.01(f) and all other instruments, documents, certificates and statements furnished to the Buyer by the Seller, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading. (m) The Operating Agreement and the Investment Agreement are in full force and effect. (n) Seller is "eligible" to borrow from NCB No “Event of Default” under (and as defined in) the provisions of the Bank ActCredit Agreement shall have occurred and be continuing.

Seller's Corporate Representations and Warranties. Seller represents and warrants to Buyer as of each Closing Date and as of any Renewal Date the date of execution of this Agreement as follows: (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of OregonDelaware, is doing business only under its given corporate name and the corporate and "doing business as" names listed in Exhibit G heretoname FoodService Purchasing Cooperative, and is qualified to do business in each other jurisdiction where the conduct of its business or the ownership of its properties requires such qualification, and has full corporate power, authority and legal right to carry on its business as presently conducted, to own and operate its properties and assets, to execute, deliver and perform this Agreement and to sell the Loans and related Property. (b) The execution, delivery and performance by the Seller of this Agreement and any assignmentAgreement, the endorsement of the Notes and Notes, the sale and assignment of any Loans, related Notes and Related Documents and the security interest in the related Collateral hereunder and the appointment of NCB as agent pursuant to Section 2.04 hereof have been duly authorized by all necessary corporate action of Seller, do not require any shareholder approval or the approval or consent of any trustee or the holders of any Debt of Seller, except such as have been obtained (certified copies thereof having been delivered to Buyer), do not contravene any law, regulation, rule or order binding on it or its Articles Certificate of Incorporation or Bylaws and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which Seller is a party or by which Seller or any of the Loans, related Notes or Related Documents may be bound or affected. (c) No Government Approval or filing or registration with any Governmental Authority is required for the making and performance by Seller of this Agreement or any assignment or the endorsement of the Notes or in connection with the sale of the Loans and related Property contemplated hereby, except such as have been heretofore obtained and are in full force and effect (certified copies thereof having been delivered to Buyer). (d) This Agreement has been duly executed and delivered by Seller and constitutes, and any assignment and any endorsement of a Note when duly executed and delivered will constitute, the legal, valid and binding obligation of the Seller enforceable against Seller in accordance with its terms. (e) Except as described in Exhibit H heretoSeller's Reports on Form 10-K, 10-Q or 8-K filed with the Securities and Exchange Commission, there are no actions, proceedings, investigations, or claims against or affecting Seller now pending before any court, arbitrator or other Governmental Authority (nor to the knowledge of Seller has any thereof been threatened nor does any basis exist therefor) which if determined adversely to the Seller would be likely to have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under an endorsement of any Note. With respect to the litigation described in Exhibit H hereto, a determination in such litigation that is materially adverse to the Seller or Guarantor would not have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under any assignment or endorsement of any Note. (f) The consolidated balance sheet of the Seller and its Affiliates and Subsidiaries at October 131, 19941995, and the related statements of income and retained earnings of Seller and its Affiliates and Subsidiaries for the fiscal year then ended, copies of which have been furnished to Buyer, fairly present the financial condition of Seller and its Affiliates and Subsidiaries as at such date and the results of operations of Seller and its Affiliates and Subsidiaries for the fiscal year then ended, all in accordance with U.S. GAAP consistently applied. Since that date, there has been no material adverse change in the financial condition or operations of Seller or any of its Subsidiaries or Affiliates. (g) Seller has good and marketable title to each of the properties and assets reflected in its balance sheet referred to in Section 4.01(f) except such as have been since sold or otherwise disposed of in the ordinary course of business. (h) Neither Seller nor any of its Subsidiaries or Affiliates is in material breach of or default under any agreement or agreements to which it is a party or which are binding on it or any of its assets and which provide for the payment of monies, the delivery of goods or the provision of services in amounts or with values in the aggregate in excess of One Million Five Hundred Thousand Dollars ($1,000,000500,000). (i) The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the assets of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of Seller and its consolidated subsidiaries or affect materially the ability of the Seller to perform this Agreement; no Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 or Section 2003(a) of ERISA) which could subject such Plan or any other Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust to the tax or penalty on prohibited transactions imposed by Section 502 or Section 2003(a) of ERISA; no Pension Plan or trust created thereunder has been terminated, and there have been no "reportable events" (as that term is defined in Section 4043 of ERISA) since the effective date of ERISA; no Pension Plan or trust created thereunder has incurred any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA) whether or not waived, since the effective date of ERISA; and the required allocations and contributions to Pension Plans will not violate Section 415 of the Code. (j) Uniform Commercial Code financing statements have been duly filed in all places where filing is necessary and all other or additional acts have been taken as are necessary to perfect the Buyer's interests arising hereunder and under the assignments in and to the Loans and related Property and the lien created hereby constitutes a valid and perfected lien of first priority in and to all of the Loans and related Property (other than in Collateral which is not Primary Collateral or not governed by the Uniform Commercial Code, in which case the Buyer has only such interest as the Seller had and disclosed to the Buyer on the applicable Closing Date and other than Seller's security interest in its capital stock and patronage dividends) and is enforceable against all third parties (other than third parties whose interests in Collateral which is not Primary Collateral are prior to Seller's interests therein on the applicable Closing Date) in all jurisdictions as security for all obligations of the Seller to the Buyer under this Agreement. (k) Seller has good and marketable title to the Loans and related Notes designated for sale to the Buyer hereunder, the Related Documents and the proceeds thereof, free and clear of all liens and encumbrances and Seller has not transferred in any manner whatever to any Person (other than Buyer) and has not created or permitted any lien, pledge, charge, security interest, ownership interest, participation interest or any other interest of any nature whatever (other than in favor of the Buyer) in respect of the Loans, the related Notes, the Related Documents or the proceeds thereof. (lh) Seller's chief executive offices and the offices where such Seller keeps records concerning the Loans and related Property are located at 0000 X.X. Xxxx 950 Xxxxxxxxxxxx Xxxx, XxxxxxxxXxxxxxxxxx, Xxxxxx or Xxxxxxxx 00000 xx such other location to which such offices are moved pursuant to Section 6.01(m6.01(i) hereof. (mi) This Agreement, the financial statements referred to in Section 4.01(f) and all other instruments, documents, certificates and statements furnished to the Buyer by the Seller, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading. (nj) Seller is "eligible" to borrow from NCB under the provisions of the Bank Act. (k) Seller owns stock in NCB in an amount at least equal to one percent (1%) of the aggregate Principal Balance of all Loans (excluding Large Loans) purchased pursuant to this

Seller's Corporate Representations and Warranties. Seller represents and warrants to Buyer as of the Effectiveness Date and as of each Closing Date and as of any Renewal Date as follows: (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Oregon, is doing business only under the corporate and "doing business as" names listed in Exhibit G hereto, and is qualified to do business in each other jurisdiction where the conduct of its business or the ownership of its properties requires such qualification, and has full corporate power, authority and legal right to carry on its business as presently conducted, to own and operate its properties and assets, to execute, deliver and perform this Agreement and to sell the Loans and related Property. (b) The execution, delivery and performance by the Seller of this Agreement and any assignment, the endorsement the Notes and the sale of any Loans, related Notes and Related Documents and the security interest in the related Collateral hereunder have been duly authorized by all necessary corporate action of Seller, do not require any shareholder approval or the approval or consent of any trustee or the holders of or any Debt of Seller, except such as have been obtained (certified copies thereof having been delivered to Buyer), do not contravene any law, regulation, rule or order binding on it or its Articles of Incorporation or Bylaws and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which Seller is a party or by which Seller or any of the Loans, related Notes or Related Documents may be bound or affected. (c) No Government Approval or filing or registration with any Governmental Authority is required for the making and performance by Seller of this Agreement or any assignment or the endorsement of the Notes or in connection with the sale of the Loans and related Property contemplated hereby, except such as have been heretofore obtained and are in full force and effect (certified copies thereof having been delivered to Buyer). (d) This Agreement has been duly executed and delivered by Seller and constitutes, and any assignment and any endorsement of a Note when duly executed and delivered will constitute, the legal, valid and binding obligation of the Seller enforceable against Seller in accordance with its terms. (e) Except as described in Exhibit H hereto, there are no actions, proceedings, investigations, or claims against or affecting Seller now pending before any court, arbitrator or other Governmental Authority (nor to the knowledge of Seller has any thereof been threatened nor does any basis exist therefor) which if determined adversely to the Seller would be likely to have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under an endorsement of any Note. With respect to the litigation described in Exhibit H hereto, a determination in such litigation that is materially adverse to the Seller or Guarantor would not have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under any assignment or endorsement of any Note. (f) The consolidated balance sheet of the Seller and its Affiliates and Subsidiaries at October 1, 1994, and the related statements of income and retained earnings of Seller and its Affiliates and Subsidiaries for the fiscal year then ended, copies of which have been furnished to Buyer, fairly present the financial condition of Seller and its Affiliates and Subsidiaries as at such date and the results of operations of Seller and its Affiliates and Subsidiaries for the fiscal year then ended, all in accordance with U.S. GAAP consistently applied. Since that date, there has been no material adverse change in the financial condition or operations of Seller or any of its Subsidiaries or Affiliates. (g) Seller has good and marketable title to each of the properties and assets reflected in its balance sheet referred to in Section 4.01(f) except such as have been since sold or otherwise disposed of in the ordinary course of business. (h) Neither Seller nor any of its Subsidiaries or Affiliates is in material breach of or default under any agreement or agreements to which it is a party or which are binding on it or any of its assets and which provide for the payment of monies, the delivery of goods or the provision of services in amounts or with values in the aggregate in excess of One Million Dollars ($1,000,000). (i) The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the assets of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of Seller and its consolidated subsidiaries or affect materially the ability of the Seller to perform this Agreement; no Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 or Section 2003(a) of ERISA) which could subject such Plan or any other Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust to the tax or penalty on prohibited transactions imposed by Section 502 or Section 2003(a) of ERISA; no Pension Plan or trust created thereunder has been terminated, and there have been no "reportable events" (as that term is defined in Section 4043 of ERISA) since the effective date of ERISA; no Pension Plan or trust created thereunder has incurred any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA) whether or not waived, since the effective date of ERISA; and the required allocations and contributions to Pension Plans will not violate Section 415 of the Code. (j) Uniform Commercial Code financing statements have been duly filed in all places where filing is necessary and all other or additional acts have been taken as are necessary to perfect the Buyer's interests arising hereunder and under the assignments in and to the Loans and related Property and the lien created hereby constitutes a valid and perfected lien of first priority in and to all of the Loans and related Property (other than in Collateral which is not Primary Collateral or not governed by the Uniform Commercial Code, in which case the Buyer has only such interest as the Seller had and disclosed to the Buyer on the applicable Closing Date and other than Seller's security interest in its capital stock and patronage dividends) and is enforceable against all third parties (other than third parties whose interests in Collateral which is not Primary Collateral are prior to Seller's interests therein on the applicable Closing Date) in all jurisdictions as security for all obligations of the Seller to the Buyer under this Agreement. (k) Seller has good and marketable title to the Loans and related Notes designated for sale to the Buyer hereunder, the Related Documents and the proceeds thereof, free and clear of all liens and encumbrances and Seller has not transferred in any manner whatever to any Person (other than Buyer) and has not created or permitted any lien, pledge, charge, security interest, ownership interest, participation interest or any other interest of any nature whatever (other than in favor of the Buyer) in respect of the Loans, the related Notes, the Related Documents or the proceeds thereof. (l) Seller's chief executive offices and the offices where such Seller keeps records concerning the Loans and related Property are located at 0000 X.X. Xxxx Xxxx, Xxxxxxxx, Xxxxxx or such other location to which such offices are moved pursuant to Section 6.01(m) hereof. (m) This Agreement, the financial statements referred to in Section 4.01(f) and all other instruments, documents, certificates and statements furnished to the Buyer by the Seller, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading. (n) Seller is "eligible" to borrow from NCB under the provisions of the Bank Act.

Seller's Corporate Representations and Warranties. Seller represents and warrants to Buyer as of the Effectiveness Date, as of each Closing Incremental Purchase Date and as of any Renewal Date the date of execution of this Agreement as follows: (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of OregonCalifornia, is doing business only under the corporate and name "doing business as" names listed in Exhibit G heretoGrocers Capital Company", and is qualified to do business in each other jurisdiction where the conduct of its business or the ownership of its properties requires such qualification, and has full corporate power, authority and legal right to carry on its business as presently conducted, to own and operate its properties and assets, to execute, deliver and perform this Agreement and to sell the Loans and related Property. (b) The execution, delivery and performance by the Seller of this Agreement and any assignment, the any endorsement of the Notes and the sale of any Loans, related Notes and Related Documents and the security interest in the related Collateral hereunder have been duly authorized by all necessary corporate action of Seller, do not require any shareholder approval or the approval or consent of any trustee or the holders of any Debt of Seller, except such as have been obtained (certified copies thereof having been delivered to Buyer), do not contravene any law, regulation, rule or order binding on it or its Articles of Incorporation or Bylaws and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which Seller is a party or by which Seller or any of the Loans, related Notes or Related Documents may be bound or affected. (c) No Government Approval or filing or registration with any Governmental Authority is required for the making and performance by Seller of this Agreement or any assignment or the endorsement of the Notes or in connection with the sale of the Loans and related Property contemplated hereby, except such as have been heretofore obtained and are in full force and effect (certified copies thereof having been delivered to Buyer). (d) This Agreement has been duly executed and delivered by Seller and constitutes, and any assignment and any endorsement of a Note when duly executed and delivered will constitute, the legal, valid and binding obligation of the Seller enforceable against Seller in accordance with its terms., except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law) (e) Except as described in Exhibit H hereto, there There are no actions, proceedings, investigations, or claims against or affecting Seller now pending before any court, arbitrator or other Governmental Authority (nor to the knowledge of Seller has any thereof been threatened nor does any basis exist therefor) which if determined adversely to the Seller would be likely to have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under an endorsement of any Note. With respect to the litigation described in Exhibit H hereto, a determination in such litigation that is materially adverse to the Seller or Guarantor would not have a material adverse effect on the financial condition or operations of Seller or on Seller's ability to perform its obligations under this Agreement, or under any assignment or endorsement of any Note. (f) The consolidated balance sheet of each of Unified and its Subsidiaries and of the Seller and its Affiliates and Subsidiaries at October 1June 30, 19942001, and the related statements of income and retained earnings of each of Unified and its Subsidiaries and of Seller and its Affiliates and Subsidiaries for the their respective fiscal year periods then ended, copies of which have been furnished to Buyer, fairly present the financial condition of each of Unified and its Subsidiaries and of Seller and its Affiliates and Subsidiaries as at such date and the results of operations of each of Unified and its Subsidiaries and of Seller and its Affiliates and Subsidiaries for the their respective fiscal year periods then ended, all in accordance with U.S. GAAP consistently applied. Since that date, there has been no material adverse change in the financial condition or operations of either of Unified or its Subsidiaries or of Seller or any of its Subsidiaries or AffiliatesSubsidiaries. (g) Seller has good and marketable title to each of the properties and assets reflected in its balance sheet referred to in Section 4.01(f) except such as have been since sold or otherwise disposed of in the ordinary course of business. (h) Neither Seller nor any of its Subsidiaries or Affiliates is in material breach of or default under any agreement or agreements to which it is a party or which are binding on it or any of its assets and which provide for the payment of monies, the delivery of goods or the provision of services in amounts or with values in the aggregate in excess of One Million Five Hundred Thousand Dollars ($1,000,000500,000). (i) The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the assets of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of Seller and its consolidated subsidiaries Subsidiaries or affect materially the ability of the Seller to perform this Agreement; no Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 or Section 2003(a) of ERISA) which could subject such Plan or any other Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust to the any material tax or penalty on prohibited transactions imposed by Section 502 or Section 2003(a) of ERISA; no Pension Plan or trust created thereunder has been terminated, and there have been no "reportable events" (as that term is defined in Section 4043 of ERISA) since the effective date of ERISA; no Pension Plan or trust created thereunder has incurred any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA) whether or not waived, since the effective date of ERISA; and the required allocations and contributions to Pension Plans will not violate Section 415 of the Code. (j) Uniform Commercial Code financing statements have been duly filed in all places where filing is necessary and all other or additional acts have been taken as are necessary to perfect the Buyer's interests arising hereunder and under the assignments in and to the Loans and related Property and the lien created hereby constitutes a valid and perfected lien of first priority in and to all of the Loans and related Property (other than in Collateral which is not Primary Collateral or is not governed by the Uniform Commercial Code, in which case the Buyer has only such interest as the Seller had and disclosed to the Buyer on the applicable Closing Incremental Purchase Date and other than Seller's security interest in its capital stock and patronage dividendsCooperative Assets) and is enforceable against all third parties (other than third parties whose interests in Collateral which is not Primary Collateral are prior to Seller's interests therein on the applicable Closing Incremental Purchase Date) in all jurisdictions as security for all obligations of the Seller to the Buyer under this Agreement. (k) Seller has good and marketable title to the Loans and related Notes designated for sale to the Buyer hereunder, the Related Documents and the proceeds thereof, free and clear of all liens and encumbrances and Seller has not transferred in any manner whatever to any Person (other than Buyer) and has not created or permitted any lien, pledge, charge, security interest, ownership interest, participation interest or any other interest of any nature whatever (other than in favor of the Buyer) in respect of the Loans, the related Notes, the Related Documents or the proceeds thereof. (l) Seller's chief executive offices and the offices where such Seller keeps records concerning the Loans and related Property are located at 0000 X.X. Xxxx XxxxXxxxxx Xxxxxx, XxxxxxxxCommerce, Xxxxxx California 90040 or such other location to which such offices are moved pursuant to Section 6.01(m) hereof. (ml) This Agreement, the financial statements referred to in Section 4.01(f) and all other instruments, documents, certificates and statements furnished to the Buyer by the Seller, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading. (nm) Seller is "eligible" to borrow from NCB under The Operating Agreement and the provisions of the Bank ActInvestment Agreement are in full force and effect.