Common use of REPRESENTATIONS, COVENANTS AND WARRANTIES Clause in Contracts

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents and warrants to Pledgee that (i) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgor.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents Lessee represents, covenants and warrants to Pledgee that (i) Pledgor is, as of the date hereof and at all times prior during the Master Agreement Term that: (a) Lessee is a State or a fully constituted political subdivision of a State, and has a substantial amount of one or more of the following sovereign powers: (1) power to tax, (2) power of eminent domain, or (3) police power, and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and this Master Agreement; (b) the execution, delivery and performance by the Lessee of this Master Agreement and all documents executed in connection herewith, including, without limitation, all Schedules hereto and the Delivery and Acceptance Certificates referred to in Section 3 hereof (this Master Agreement together with all such documents shall be collectively referred to herein as the "Lease Documents") have been duly authorized by all necessary action on the part of the Lessee; (c) the Lease Documents each constitute a legal, valid and binding obligation of the Lessee enforceable in accordance with their respective terms; (d) all required public bidding procedures regarding the award of the Master Agreement and the purchase of the Equipment have been followed by Lessee, and no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of the Lease Documents; (e) Lessee has sufficient appropriations or other funds available to pay all Lease Payments and other amounts due hereunder for the current fiscal period; (f) the use of the Equipment by Lessee is essential to and will be limited to the payment performance by Lessee of one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; and performance (g) no portion of the Obligations Equipment will bebe used directly or indirectly in any trade or business carried on by any person other than Lessee. At the request of Lessor, Lessee shall deliver to Lessor an opinion of Lessee's counsel in form and substance as set forth in the legal and beneficial owner form of such Collateral; (ii) that opinion of counsel attached hereto or otherwise acceptable to Lessor, dated the Securities represent a total date of forty-five percent (45%) acceptance of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral Equipment pursuant to Section 3 hereof. In the terms of this Pledge Agreementevent that a question arises as to Lessee's qualification as a political subdivision, together Lessee agrees to cooperate with delivery thereof, creates Lessor to make application to the Internal Revenue Service for a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or letter ruling with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgorissue.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor The Company hereby represents makes the following representations, warranties and warrants covenants to Pledgee the Collateral Agent and the Noteholders, which shall survive the execution and delivery of the Note Documents and (except to the extent that (iany of such representations, and warranties and covenants expressly relate to earlier dates) Pledgor is, shall be deemed repeated and confirmed as of each date on which any Note is issued by the Company: The Company is now and at all times prior hereafter shall be the absolute owner, free and clear of all Liens (other than Permitted Liens) except security interests and rights of the Collateral Agent and the Noteholders granted herein, of indefeasible title to all of the Collateral, except for that portion of the Company's rights and/or obligations under any Loan in which the Company has granted a participation to any Person only to the payment and performance extent permitted in the Bank Loan Agreement; To the best of the Obligations will beCompany's knowledge, the legal each outstanding Loan does, and beneficial owner of such Collateral; (ii) that the Securities each future Loan will, represent a total bona fide, valid and legally enforceable indebtedness according to its terms, and each Loan, at the time of forty-five percent (45%) creation thereof, except with the consent of the total Common Stock of JBOCollateral Agent and the Noteholders, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is will be subject to no offsets, discounts, counterclaims, contra-accounts or any claim, lien, charge, security interest or other encumbrance defense of any kind whatsoeveror character that materially adversely affects the value of the Loan; With respect to each outstanding and future Loan, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create Collateral Agent and the Noteholders may rely on all statements or permit to exist any claim, lien, charge, security interest or encumbrance upon representations made by the Company on or with respect to such CollateralLoans delivered hereunder or under the Note Purchase Agreements, and, unless otherwise indicated in writing by the Company, each outstanding Loan is, and each future Loan will be, genuine and in all respects what it purports to be, and, to the Company's knowledge, there are no, and, at the time of creation of each Loan there will not be any, to the Company's knowledge, facts, events or occurrences that would in any way materially impair the validity or enforcement thereof; All of the outstanding Loans have been, and all future Loans will be, created, and are (or in the case of future Loans, will be), and the form and content of each document related to all outstanding and future Loans, the security related thereto, and the transactions from which it arose comply (or, in the case of future Loans, will comply) in all material respects with any and all applicable laws, ordinances, rules and regulations, federal, state and/or local, with respect to the extension of credit and charging of interest, including, without limitation, as applicable, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Equal Credit Opportunity Act and all federal, state and local laws related to licensing, usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, unfair and deceptive trade practices, rescission rights and disclosures, and with all rules and regulations thereunder, all as amended, and any disclosures required with respect to any Loan the failure of which to make would have a Material Adverse Effect on the Company were and will continue to be made properly and in a timely manner; The original amount and unpaid balance of each Loan shown on the Company's books and records and on any statement or schedule delivered to the Collateral Agent are and will be true and correct, and the unpaid balance is and will be the amount actually owing to the Company; If requested by the Required Holders at any time or from time to time, the Company shall cause a Lien search against each Person to whom a Loan has been made satisfactory to the Collateral Agent, to be performed and delivered directly to the Collateral Agent, which Lien search shall indicate the absence of any Liens against such Person or the property of the Person on which the Company has a Lien, other than Liens in favor of the Company which have been assigned to the Collateral Agent or the Noteholders or Liens in favor of the Collateral Agent or the Noteholders and other than Permitted Liens; The Company has not extended and will not extend any credit of any kind or in any manner to any Person in connection with the transactions from which the Loans arose or will arise other than as the Company has indicated on and has had evidenced by, or will indicate or have evidenced by, in the case of future Loans, the Company's files related to the Loans; Each security agreement, UCC filing, title retention instrument, and other document and instrument, if any, which is security for the Loans contains, or will contain, in the case of future Loans, a correct and sufficient description of the Underlying Collateral covered thereby and each lien or security interest which secures any outstanding Loan is, or any future Loan will be, valid; To the best knowledge of the Company, except for as disclosed to the first security interest therein granted Collateral Agent and the Noteholders, any and all policies of insurance related to Pledgee by this Pledge Agreement the property securing any obligation of a Person to whom the Company has made a Loan, or any guarantor of such Loan, in connection with any Loan and except as otherwise permitted pursuant to any credit life insurance, credit disability insurance, or credit unemployment insurance are in full force and effect in accordance with the terms of this Pledge Agreementall agreements between the Company and such Person or guarantor; (iv) so long The Company has no knowledge of any fact which would impair in any material respect the value or validity of any Loan except as this Pledge Agreement remains in effectdisclosed to the Collateral Agent and the Noteholders; and The transactions contemplated herein, Pledgor including the granting of security interests herein and the enforcement by the Collateral Agent and the Noteholders of their rights hereunder if a Default or Event of Default occurs, do not and will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for affect the pledge validity of the pledges of the Underlying Collateral and the Loans secured by Pledgor the Underlying Collateral are and will still be valid against the Obligors of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of PledgorLoans.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents and warrants to Pledgee that (i) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) the Assignment has been duly executed in blank and delivered by Pledgor to Agent; (iv) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (ivv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its his interests in such Collateral, or any part thereof, to any other person; (vvi) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral 3 pursuant to the terms of this Pledge Agreement; and (vivii) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgor.