Common use of Representations and Warranties Concerning Collateral, Etc Clause in Contracts

Representations and Warranties Concerning Collateral, Etc. Debtor further represents and warrants to Secured Party as follows: (a) Debtor is the owner of the Collateral, free from any right or claim or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and Permitted Liens, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal and state statutes dealing with the environment, preservation or reclamation of natural resources, the control, shipment, storage or disposal of hazardous materials or substances, or heath and safety matters, in each case, except to the extent any non-compliance could not reasonably be expected to result in a Material Adverse Change, (e) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, and (g) that there has been no change in any information provided in the Perfection Certificate with respect to the Debtor or the Collateral since the date on which it was executed by Debtor, unless such change is permitted by the terms of this Agreement and the Debtor has provided written notice of such change to Secured Party, or Secured Party otherwise consents in writing to such change. As used in the Agreement, with respect to the Collateral, the following, collectively, shall mean “Permitted Liens”:

Representations and Warranties Concerning Collateral, Etc. Debtor Each Company further represents and warrants to Secured Party the Lenders and the Collateral Agent as follows: (a) Debtor such Company is the owner of the Collateral, free from any right or claim or of any person or any adverse lien, security interest or other encumbrance, except for the security interest interests created by this Agreement and Liens permitted by 'SS' 5.12 of the Credit Agreement and 'SS' 6G of each Note Agreement (collectively, "Permitted Liens"), and that such Company has the power to transfer such Collateral in accordance with the provisions hereof and of the other Collateral Documents, (b) none of the Collateral constitutes, or is the proceeds of, “"farm products” " as defined in Section 'SS' 9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as disclosed to the Collateral Agent in writing, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) Debtor such Company holds no commercial tort claim except as indicated on its Perfection Certificate or claims arising after the date on which notice is given, (e) such Company has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal federal, state and state local statutes and ordinances dealing with the environment, preservation or reclamation of natural resources, the control, shipment, storage or disposal of hazardous materials or substances, or heath and safety matters, in each case, except to the extent any non-compliance could not reasonably be expected to result in a Material Adverse Change, (ef) all other information set forth on the its Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (g) that there has been no change in any of such information provided in the Perfection Certificate with respect to the Debtor or the Collateral since the date on which it its Perfection Certificate was executed signed by Debtor, unless such change is permitted by the terms of this Agreement and the Debtor has provided written notice of such change to Secured Party, or Secured Party otherwise consents in writing to such change. As used in the Agreement, with respect to the Collateral, the following, collectively, shall mean “Permitted Liens”:Company.

Representations and Warranties Concerning Collateral, Etc. Debtor further represents and warrants to Secured Party Parties as follows: (a) Debtor is the owner of the Collateral, free from any right or claim or any person Person or any adverse lien, security interest interest, or other encumbranceEncumbrance, except for the security interest created by this Agreement Agreement, and Permitted Liensall information with respect to the Collateral set forth in any schedule, certificate, or other writing at any time heretofore or hereafter furnished by Debtor to Secured Parties, and all other written information heretofore or hereafter furnished by Debtor to Secured Parties, is and will be true and correct as of the date furnished; (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in Section 9-102(a)(34) of the Uniform Commercial Code of the State, ; (c) none of the account debtors or other persons Persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state state, or local statute or rule in respect of such Collateral, ; (d) Debtor holds no commercial tort claim except as indicated on the Perfection Certificate; (e) Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal federal, state, and state local statutes and ordinances dealing with the environment, preservation or reclamation of natural resources, the control, shipment, and storage or disposal of hazardous materials or substances, or heath and safety matters, in each case, except to the extent any non-compliance could not reasonably be expected to result in a Material Adverse Change, ; (ef) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, complete; and (g) that there has been no change in any information provided in the Perfection Certificate with respect to the Debtor or the Collateral since the date on which it was executed by Debtor, unless such change is permitted by the terms of this Agreement and the Debtor has provided written notice of such change to Secured Party, or Secured Party otherwise consents in writing to such change. As used in the Agreement, with respect to the Collateral, the following, collectively, shall mean “Permitted Liens”:Exhibit 10.3

Representations and Warranties Concerning Collateral, Etc. Debtor further The Borrower represents and warrants to Secured Party the Banks and the Agent as follows: (a) Debtor the Borrower is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any Person or any person or any adverse lien, security interest or other encumbranceLien, except for the security interest created by this Agreement and other Permitted Liens, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal and state statutes dealing with the environment, preservation or reclamation of natural resources, the control, shipment, storage or disposal of hazardous materials or substances, or heath and safety matters, in each case, except to the extent any non-compliance could not reasonably be expected to result in a Material Adverse Change, (e) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respectscomplete, and (gc) that there has been no change in any of such information provided in the Perfection Certificate with respect to the Debtor or the Collateral since the date on which it the Perfection Certificate was executed by Debtor, unless such change is permitted signed by the terms Borrower. On and after the date hereof, (i) this Security Agreement creates a continuing enforceable security interest in the Collateral in favor of this Agreement the Agent, for the benefit of the Agent and the Debtor has provided written notice of such change to Secured PartyBanks, or Secured Party otherwise consents in writing to such change. As used in (ii) there are no Liens upon the AgreementCollateral other than Permitted Liens, if any, and (iii) assuming (1) with respect to the Collateral constituting certificated securities, the Custodian performs all of its obligations under this Security Agreement, such security interest in such Collateral shall be perfected, which security interest is, other than with respect to Permitted Prior Liens, prior to all other Liens and, assuming the Agent and the Banks have no notice of any adverse claim, free of any such adverse claim, and (2) with respect to all other Collateral, the followingpresentation for filing of the financing statement, collectivelya copy of which is attached as Annex A hereto, at the governmental office listed thereon together with the appropriate filing fees therefor, the Bank shall mean “have a perfected security interest in such Collateral, which Security Interest is prior to all Liens other than Permitted Prior Liens”:.