Representations and Warranties Regarding Collateral. (a) Pursuant to the Liens created pursuant to Section 10.1 and pursuant to all of the other Security Documents (if any) (including, without limitation, any and all UCC financing statements being filed by Administrative Agent against any Credit Party), and assuming that any such Security Document that is intended to be filed with any governmental public recording office has been so filed, Administrative Agent has been granted and has a valid and perfected first priority security interest and Lien in the Collateral, including the Personal Property (subject only to any Permitted Liens permitted under the terms of this Agreement and the other Financing Documents) securing the payment of the Obligations, and such security interests and Liens are entitled to all of the rights, priorities and benefits afforded by the UCC or other applicable Laws as enacted in any relevant jurisdiction which relate to perfected security interests. Except for the Patents, Trademarks and Copyrights disclosed on Schedule 3.19 (if any), none of the Collateral is Federal Registration Collateral. All such Collateral is free and clear of any Liens other than Permitted Liens.
Representations and Warranties Regarding Collateral. (i) Counterparty has not (A) created or permitted to exist any Lien (as defined in this Annex A) (other than the Security Interests (as defined in this Annex A)) or any Transfer Restriction upon or with respect to the Collateral (as defined in this Annex A), (B) sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or (C) entered into or consented to any agreement (other than, in the case of clause (xi), the Confirmation) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect EXECUTION thereto or (y) pursuant to which any person other than Counterparty, Dealer and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control (as defined in this Annex A) in respect of any Collateral.
Representations and Warranties Regarding Collateral. Debtor represents and warrants, as of the date of this Agreement and as of each date hereafter (except for changes permitted or contemplated by this Agreement) until termination of this Agreement:
Representations and Warranties Regarding Collateral. (a) Appropriate financing statements having been filed in the jurisdictions listed on Schedule I hereto, all certificates representing investment property that consists of certificated securities having been delivered to the Secured Party, the Secured Party having obtained control over all investment property and all appropriate filings having been made, this Agreement is effective to create a valid and continuing first priority Lien on the Collateral, to the extent contemplated by the Securities Purchase Agreement, prior to all other Liens except Permitted Liens entitled to priority under Applicable Laws. All actions necessary or desirable to protect and perfect such security interest in each item of the Collateral has been duly taken.
Representations and Warranties Regarding Collateral. Each Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the Requested Borrowing Date set forth therein that the Agency Commitment and the Take-Out Commitment identified thereon are both in full force and effect and that all representations and warranties made or deemed made by the Borrower to the Agency or Investor thereunder are true and correct. Upon the delivery of the Borrowing Request by which such Pledged Mortgage Loan is identified, the Borrower represents and warrants with respect to each Pledged Mortgage Loan that:
Representations and Warranties Regarding Collateral. Borrower --------------------------------------------------- represents and warrants as of the date of this Agreement and as of the date of the making of each Loan hereunder (except for changes permitted or contemplated by this Agreement) until termination of this Agreement:
Representations and Warranties Regarding Collateral. (a) The Security Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer.
Representations and Warranties Regarding Collateral. TRENDIRECT represents, warrants and covenants to VITAQUEST that:
Representations and Warranties Regarding Collateral. AHDC represents, warrants and covenants to FRANKEL that:
Representations and Warranties Regarding Collateral. Borrower represents and warrants to Lender that Borrower is the true and lawful owner of the Collateral, having good and marketable title thereto, free and clear of any and all Liens other than the Lien and security interest granted to Lender hereunder and Permitted Liens as described in Attachment "B" hereto. Borrower shall not create or assume or permit to exist any such Lien on or against any of the Collateral except as created or permitted by this Note and Permitted Liens, and Borrower shall promptly notify Lender of any such other Lien against the Collateral and shall defend the Collateral against, and take all such action as may be necessary to remove or discharge, any such Lien.
