Common use of Borrower’s Representations, Warranties and Covenants Clause in Contracts

Borrower’s Representations, Warranties and Covenants. Borrower represents and warrants to Lender that: the execution of and performance by Borrower under the terms of this Agreement, each Schedule and related financing documents have been approved for Borrower by all necessary corporate or other action as applicable; Borrower is duly formed and is in good standing and qualified to do business in its state of organization (if applicable) and in the state(s) in which its place(s) of business is (are) located; the execution and delivery of this Agreement does not contravene any of Borrower’s organizational documents or any other agreement, document or instrument to which Borrower is a party; this Agreement is a valid, binding and enforceable agreement of Borrower; Borrower lawfully possesses and owns each item of Collateral financed or refinanced by Lender for Borrower; the Collateral is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby and any security interests that are junior in priority to the security interest granted hereby; if Borrower acquires any inventory from a Vendor with funds advanced under this Agreement, then all of Borrower’s inventory acquired from such Vendor is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby; Borrower is a merchant engaged in the business of selling the Inventory and other personal property of a kind similar to the Inventory; all information supplied and statements made by Borrower in any financial statement or other document delivered to Lender at any time is, and shall be, true, correct, complete and genuine when delivered; the Borrower is not a party to or the subject of any lawsuit, governmental investigation or proceeding or material dispute with any party, except as previously disclosed in writing to Lender; the Financial Statements and other information provided by Borrower to Lender in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement; and the Financial Statements and other information provided by any guarantor of Borrower (or by any other party liable for any of Borrower’s and/or its affiliates obligations to Lender and/or its affiliates) in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement. Each request for a Loan by Borrower will be a reaffirmation of Borrower’s representations and warranties contained herein as of the date of such request. Borrower agrees: that the Borrower will not change its principal residence (if Borrower is an individual), its chief executive office (if Borrower is not a registered organization), or its State of organization (if Borrower is a registered organization organized under State law) without prior written consent from Lender; that Borrower will not change its name or entity type without prior consent from Lender; that Borrower will not merge or consolidate with any other party or sell, transfer, abandon, or otherwise dispose of a substantial part of Borrower’s assets (other than the sale of Inventory in the ordinary course of business); to defend, at Borrower’s own expense, any action, proceeding or claim affecting the Collateral; to give notice to Lender of (i) any defect or non-conformity in any shipment of the Inventory financed by Lender, or any claim of a right to reject or revoke acceptance of such Inventory for any reason, no later than five (5) days after delivery of such Inventory and (ii) any event or circumstance that has caused, or would reasonably be expected to cause, a material adverse effect on the Borrower, its business or its financial prospects, immediately upon becoming aware of such event or circumstance; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Schedule, or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); to pay all transportation and storage charges on the Collateral, and pay all rents and other amounts, if any, for the use of premises on which Borrower keeps any Collateral; to obtain, upon the request of Lender, waivers of interest and/or non-disturbance agreements from landlords, lienholders, warehousemen and/or bailors as to locations where any Collateral is located; that if a certificate of title is required by law with respect to any item of Collateral, Borrower shall obtain such certificate and shall note the security interest of Lender thereon and shall do everything necessary or expedient to preserve or perfect the security interest of Lender therein; that Borrower will not misuse, fail to keep in good repair, secrete or, except with Lender’s prior written consent, rent, lend, assign or otherwise transfer any of the Collateral, or use the Collateral for any purpose other than in accordance with accepted industry practices; that Lender may enter upon Borrower’s premises at any reasonable time to inspect the Collateral and Borrower’s books and records pertaining to the Collateral with the full cooperation and assistance of Borrower; to take all such actions reasonably requested by Lender to further implement and give effect to the agreements contained in this Agreement; and to indemnify and hold harmless Lender and its affiliates from any claims, losses, costs and expenses asserted by Borrower, any customer of Borrower or any other party relating to or arising out of this Agreement or any Collateral; to deliver to Lender, within ninety (90) days after the close of each fiscal year of Borrower, Borrower’s balance sheet, and statement of income (“Financial Statements”) certified by a recognized firm of certified public accountants as having been prepared in accordance with generally accepted accounting principles and as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended; to deliver to Lender upon request by Lender (i) copies of Borrower’s quarterly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (ii) copies of Borrower’s monthly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (iii) a report of the Collateral in a form and substance acceptable to Lender including without limitation a detailed listing of Borrower’s inventory, accounts receivable, accounts payable, and sales journals and that is certified by the chief financial officer of the Borrower as being true, correct, complete and genuine; and (iv) such other financial statements or information regarding Borrower or the Collateral, as Lender reasonably may request from time to time.

Borrower’s Representations, Warranties and Covenants. Borrower represents and warrants to Lender that: the execution of and performance by Borrower under the terms of this Agreement, each Schedule and related financing documents have been approved for Borrower by all necessary corporate or other action as applicable; Borrower is duly formed and is in good standing and qualified to do business in its state of organization (if applicable) and in the state(s) in which its place(s) of business is (are) located; the execution and delivery of this Agreement does not contravene any of Borrower’s organizational documents or any other agreement, document or instrument to which Borrower is a party; this Agreement is a valid, binding and enforceable agreement of Borrower; Borrower lawfully possesses and owns each item of Collateral financed or refinanced by Lender for Borrower; the Collateral is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby and any security interests that are junior in priority to the security interest granted hereby; if Borrower acquires any inventory from a Vendor with funds advanced under this Agreement, then all of Borrower’s inventory acquired from such Vendor is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby; Borrower is a merchant engaged in the business of selling the Inventory and other personal property of a kind similar to the Inventory; all information supplied and statements made by Borrower in any financial statement or other document delivered to Lender at any time is, and shall be, true, correct, complete and genuine when delivered; the Borrower is not a party to or the subject of any lawsuit, governmental investigation or proceeding or material dispute with any party, except as previously disclosed in writing to Lender; the Financial Statements and other information provided by Borrower to Lender in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement; and the Financial Statements and other information provided by any guarantor of Borrower (or by any other party liable for any of Borrower’s and/or its affiliates obligations to Lender and/or its affiliates) in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement. Each request for a Loan by Borrower will be a reaffirmation of Borrower’s representations and warranties contained herein as of the date of such request. Borrower agrees: that the Borrower will not change its principal residence (if Borrower is an individual), its chief executive office (if Borrower is not a registered organization), or its State of organization (if Borrower is a registered organization organized under State law) without prior written consent from Lender; that Borrower will not change its name or entity type without prior consent from Lender; that Borrower will not merge or consolidate with any other party or sell, transfer, abandon, or otherwise dispose of a substantial part of Borrower’s assets (other than the sale of Inventory in the ordinary course of business); to defend, at Borrower’s own expense, any action, proceeding or claim affecting the Collateral; to give notice to Lender of (i) any defect or non-conformity in any shipment of the Inventory financed by Lender, or any claim of a right to reject or revoke acceptance of such Inventory for any reason, no later than five (5) days after delivery of such Inventory and (ii) any event or circumstance that has caused, or would reasonably be expected to cause, a material adverse effect on the Borrower, its business or its financial prospects, immediately upon becoming aware of such event or circumstance; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Schedule, or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); to pay all transportation and storage charges on the Collateral, and pay all rents and other amounts, if any, for the use of premises on which Borrower keeps any Collateral; to obtain, upon the request of Lender, waivers of interest and/or non-disturbance agreements from landlords, lienholders, warehousemen and/or bailors as to locations where any Collateral is located; that if a certificate of title is required by law with respect to any item of Collateral, Borrower shall obtain such certificate and shall note the security interest of Lender thereon and shall do everything necessary or expedient to preserve or perfect the security interest of Lender therein; that Borrower will not misuse, fail to keep in good repair, secrete or, except with Lender’s prior written consent, rent, lend, assign or otherwise transfer any of the Collateral, or use the Collateral for any purpose other than in accordance with accepted industry practices; that Lender may enter upon Borrower’s premises at any reasonable time to inspect the Collateral and Borrower’s books and records pertaining to the Collateral with the full cooperation and assistance of Borrower; to take all such actions reasonably requested by Lender to further implement and give effect to the agreements contained in this Agreement; and to indemnify and hold harmless Lender and its affiliates from any claims, losses, costs and expenses asserted by Borrower, any customer of Borrower or any other party relating to or arising out of this Agreement or any Collateral; to deliver to Lender, within ninety (90) days after the close of each fiscal year of Borrower, Borrower’s balance sheet, and statement of income (“Financial Statements”) ), certified by a recognized firm of certified public accountants as having been prepared in accordance with generally accepted accounting principles and as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended; to deliver to Lender upon request by Lender (i) copies of Borrower’s quarterly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (ii) copies of Borrower’s monthly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (iii) a report of the Collateral in a form and substance acceptable to Lender including without limitation a detailed listing of Borrower’s inventory, accounts receivable, accounts payable, and sales journals and that is certified by the chief financial officer of the Borrower as being true, correct, complete and genuine; and (iv) such other financial statements or information regarding Borrower or the Collateral, as Lender reasonably may request from time to time.

Borrower’s Representations, Warranties and Covenants. Borrower represents and warrants to Lender that: the execution of and performance by Borrower under the terms of this Agreement, each Schedule and related financing documents have been approved for Borrower by all necessary corporate or other action as applicable; Borrower is duly formed and that (a) it is in good standing and under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its state present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified would not have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of organization Borrower enforceable in accordance with their terms; (if applicablec) and in the state(s) in which its place(s) of business is (are) located; the execution and delivery of this Security Agreement does and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower’s organizational documents 's shareholders or holder of any other agreementindebtedness, document or instrument to filing with, or approval of, any governmental agency or commission, which Borrower has not already been obtained or performed, as appropriate, is a partycondition to the performance of the terms of this Security Agreement or the Notes; this Agreement (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which could reasonably be expected to have a validMaterial Adverse Effect on the business, binding and enforceable agreement financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower lawfully possesses owns, has good and owns each item marketable title to the Collateral, and will keep all of Collateral financed or refinanced by Lender for Borrower; the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is free fromno deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens (as defined below); (g) at the time any Loan is made hereunder, all Collateral related to such Loan has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (h) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free fromand clear of any lien or encumbrance except in favor of Lender other than Permitted Liens (as defined below), notwithstanding the manner in which the Collateral may be attached to any real property; (i) all liens Credit and financial information submitted by Borrower to Lender herewith or at any other encumbrances, except for time is and will at the time given be true and correct in all material respects; and (j) the security interest granted hereby and any security interests that are junior in to Lender hereunder is a first priority to the security interest granted hereby; if Borrower acquires any inventory from a Vendor with funds advanced under this Agreementsubject only to Permitted Liens, then all of and (k) on or before January 1, 2000, Borrower’s inventory acquired from such Vendor is free 's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and will remain free from, all between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other encumbrancesgovernmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, except for the security interest granted hereby; Borrower is a merchant engaged in the business of selling the Inventory warehousemen, mechanics, materialmen, vendors, landlords and other personal property liens arising by operation of a kind similar to the Inventory; all information supplied and statements made by Borrower in any financial statement or other document delivered to Lender at any time is, and shall be, true, correct, complete and genuine when delivered; the Borrower is not a party to or the subject of any lawsuit, governmental investigation or proceeding or material dispute with any party, except as previously disclosed in writing to Lender; the Financial Statements and other information provided by Borrower to Lender in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement; and the Financial Statements and other information provided by any guarantor of Borrower (or by any other party liable for any of Borrower’s and/or its affiliates obligations to Lender and/or its affiliates) in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement. Each request for a Loan by Borrower will be a reaffirmation of Borrower’s representations and warranties contained herein as of the date of such request. Borrower agrees: that the Borrower will not change its principal residence (if Borrower is an individual), its chief executive office (if Borrower is not a registered organization), or its State of organization (if Borrower is a registered organization organized under State law) without prior written consent from Lender; that Borrower will not change its name or entity type without prior consent from Lender; that Borrower will not merge or consolidate with any other party or sell, transfer, abandon, or otherwise dispose of a substantial part of Borrower’s assets (other than the sale of Inventory law incurred in the ordinary course of business); to defend, at Borrower’s own expense, any action, proceeding or claim affecting the Collateral; to give notice to Lender of (i) any defect or non-conformity in any shipment of the Inventory financed by Lender, or any claim of a right to reject or revoke acceptance of such Inventory for any reason, no later than five (5) days after delivery of such Inventory and (ii) any event or circumstance that has caused, or would reasonably be expected to cause, a material adverse effect on the Borrower, its business or its financial prospects, immediately upon becoming aware of such event or circumstance; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Schedule, or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); to pay all transportation and storage charges on the Collateral, and pay all rents and other amounts, if any, for the use of premises on which Borrower keeps any Collateral; to obtain, upon the request of Lender, waivers of interest and/or non-disturbance agreements from landlords, lienholders, warehousemen and/or bailors as to locations where any Collateral is located; that if a certificate of title is required by law with respect to any item of Collateral, Borrower shall obtain such certificate and shall note the security interest of Lender thereon and shall do everything necessary or expedient to preserve or perfect the security interest of Lender therein; that Borrower will not misuse, fail to keep in good repair, secrete or, except with Lender’s prior written consent, rent, lend, assign or otherwise transfer any of the Collateral, or use the Collateral for any purpose other than in accordance with accepted industry practices; that Lender may enter upon Borrower’s premises at any reasonable time to inspect the Collateral and Borrower’s books and records pertaining to the Collateral with the full cooperation and assistance of Borrower; to take all such actions reasonably requested by Lender to further implement and give effect to the agreements contained in this Agreement; and to indemnify and hold harmless Lender and its affiliates from any claims, losses, costs and expenses asserted by Borrower, any customer of Borrower or any other party relating to or arising out of this Agreement or any Collateral; to deliver to Lender, within ninety (90) days after the close of each fiscal year of Borrower, Borrower’s balance sheet, and statement of income (“Financial Statements”) certified by a recognized firm of certified public accountants as having been prepared in accordance with generally accepted accounting principles and as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended; to deliver to Lender upon request by Lender (i) copies of Borrower’s quarterly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (ii) copies of Borrower’s monthly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (iii) a report of the Collateral in a form and substance acceptable to Lender including without limitation a detailed listing of Borrower’s inventory, accounts receivable, accounts payable, and sales journals and that is certified by the chief financial officer of the Borrower as being true, correct, complete and genuine; and (iv) such other financial statements or information regarding Borrower or the Collateral, as Lender reasonably may request from time to time.

Borrower’s Representations, Warranties and Covenants. Borrower represents 5.1 The Borrower(s) hereby represents, warrants that:(a) All the particulars and warrants details given/filled in the Application Form and documents submitted along with the Application are true correct, complete and up to Lender that: date in all respects and no material detail has been concealed which would have an effect on the execution decision of grant of the Loan; (b) The officer/s of the Borrower(s) executing this Agreement and the documents to be executed in pursuance hereof are duly and properly in office and fully authorised to execute the same; (c) The Borrower(s) have full power, capacity, and authority to execute, deliver, and perform this Agreement and have taken all necessary action (corporate, statutory or otherwise) for the authorization, execution, delivery, and performance by Borrower under of this Agreement; (d) All the terms necessary approvals for availing of the Loan(s) have been obtained and will at all times, till the amounts due to VWFPL are paid in full and the entire Borrower(s) Dues is fully repaid, keep all such permissions valid and subsisting; (e) It has not taken any corporate action nor has any steps been taken or legal proceeding been initiated or threatened against the Borrower(s) for its winding up, insolvency, dissolution, administration, reorganization, or for appointment of receiver, administrator of the Borrower(s), or all or any of its assets or undertakings; (f) As of the date of this Agreement, each Schedule and related financing documents there is no litigation, proceedings or disputes pending or threatened against or affecting the Borrower(s) which could have been approved for Borrower by all necessary corporate or other action as applicable; Borrower is duly formed and is in good standing and qualified to do business in its state of organization (if applicable) and in the state(s) in which its place(s) of business is (are) located; the execution and delivery of this Agreement does not contravene a substantially adverse effect on any of Borrower’s organizational documents the collateral, Borrower(s), its business or any other agreementoperations, document or instrument its ability to which Borrower is a party; this Agreement is a valid, binding and enforceable agreement of Borrower; Borrower lawfully possesses and owns each item of Collateral financed or refinanced by Lender for Borrower; the Collateral is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby and any security interests that are junior in priority to the security interest granted hereby; if Borrower acquires any inventory from a Vendor with funds advanced perform its obligations under this Agreement, then all of Borrower’s inventory acquired from such Vendor is free fromeach promissory note, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby; Borrower is a merchant engaged in the business of selling the Inventory and other personal property of a kind similar to the Inventory; all information supplied and statements made by Borrower in any financial statement or other document delivered to Lender at any time is, and shall be, true, correct, complete and genuine when delivered; the Borrower is not a party to or the subject of any lawsuit, governmental investigation or proceeding or material dispute with any party, except as previously disclosed in writing to Lender; the Financial Statements and other information provided by Borrower to Lender in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement; and the Financial Statements and other information provided by any guarantor of Borrower (or by any other party liable for any of Borrower’s and/or its affiliates obligations to Lender and/or its affiliates) in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement. Each request for a Loan by Borrower will be a reaffirmation of Borrower’s representations and warranties contained herein as of the date of such request. Borrower agrees: that the Borrower will not change its principal residence (if Borrower is an individual), its chief executive office (if Borrower is not a registered organization), or its State of organization (if Borrower is a registered organization organized under State law) without prior written consent from Lender; that Borrower will not change its name or entity type without prior consent from Lender; that Borrower will not merge or consolidate with any other party or sell, transfer, abandon, or otherwise dispose of a substantial part of Borrower’s assets (other than the sale of Inventory in the ordinary course of business); to defend, at Borrower’s own expense, any action, proceeding or claim affecting the Collateral; to give notice to Lender of (i) any defect or non-conformity in any shipment of the Inventory financed by Lender, or any claim of a right to reject or revoke acceptance of such Inventory for any reason, no later than five (5) days after delivery of such Inventory and (ii) any event or circumstance that has caused, or would reasonably be expected to cause, a material adverse effect on the Borrower, its business or its financial prospects, immediately upon becoming aware of such event or circumstance; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Schedule, or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); to pay all transportation and storage charges on the Collateral, and pay all rents and other amounts, if any, for the use of premises on which Borrower keeps any Collateral; to obtain, upon the request of Lender, waivers of interest and/or non-disturbance agreements from landlords, lienholders, warehousemen and/or bailors as to locations where any Collateral is located; that if a certificate of title is required by law with respect to any item of Collateral, Borrower shall obtain such certificate and shall note the security interest of Lender thereon and shall do everything necessary or expedient to preserve or perfect the security interest of Lender therein; that Borrower will not misuse, fail to keep in good repair, secrete or, except with Lender’s prior written consent, rent, lend, assign or otherwise transfer any of the Collateral, or use the Collateral for any purpose other than in accordance with accepted industry practices; that Lender may enter upon Borrower’s premises at any reasonable time to inspect the Collateral and Borrower’s books and records pertaining to the Collateral with the full cooperation and assistance of Borrower; to take all such actions reasonably requested by Lender to further implement and give effect to the agreements contained in this Agreement; and to indemnify and hold harmless Lender and its affiliates from any claims, losses, costs and expenses asserted by Borrower, any customer of Borrower or any other party relating to or arising out of this Agreement or any Collateral; to deliver to Lender, within ninety (90) days after the close of each fiscal year of Borrower, Borrower’s balance sheet, and statement of income (“Financial Statements”) certified by a recognized firm of certified public accountants as having been prepared in accordance with generally accepted accounting principles and as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended; to deliver to Lender upon request by Lender (i) copies of Borrower’s quarterly Financial Statements certified documents executed by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (iiBorrower(s) copies of Borrower’s monthly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (iii) a report of the Collateral in a form and substance acceptable to Lender including without limitation a detailed listing of Borrower’s inventory, accounts receivable, accounts payable, and sales journals and that is certified by the chief financial officer of the Borrower as being true, correct, complete and genuine; and (iv) such other financial statements or information regarding Borrower or the Collateral, as Lender reasonably may request from time to time; and (g) Neither the Borrower(s) nor any of their director / partner / member, as the case may be, has been declared to be a defaulter / willful defaulter. The Borrower(s) shall not induct a person who is a director / partner / member of an entity identified as defaulter / willful defaulter. In the event such a person is found to be a director / partner / member of an entity identified as defaulter / willful defaulter, the Borrower(s) shall take expeditious and effective steps for removal of such a person.

Borrower’s Representations, Warranties and Covenants. Borrower represents 5.1 The Borrower(s) hereby represents, warrants that:(a) All the particulars and warrants details given/filled in the Application Form and documents submitted along with the Application are true correct, complete and up to Lender that: date in all respect and no material detail has been concealed which would have an effect on the execution decision of grant of the Loan; (b) The officer/s of the Borrower(s) executing this Agreement and the documents to be executed in pursuance hereof are duly and properly in office and fully authorised to execute the same; (c) The Borrower(s) have full power, capacity, and authority to execute, deliver, and perform this Agreement and have taken all necessary action (corporate, statutory or otherwise) for the authorization, execution, delivery, and performance by Borrower under of this Agreement; (d) All the terms necessary approvals for availing of the Loan(s) have been obtained and will at all times, till the amounts due to VWFPL are paid in full and the entire Borrower(s) Dues is fully repaid, keep all such permissions valid and subsisting; (e) It has not taken any corporate action nor has any steps been taken or legal proceeding been initiated or threatened against the Borrower(s) for its winding up, insolvency, dissolution, administration, reorganization, or for appointment of receiver, administrator of the Borrower(s), or all or any of its assets or undertakings; (f) As of the date of this Agreement, each Schedule and related financing documents there is no litigation, proceedings or disputes pending or threatened against or affecting the Borrower(s) which could have been approved for Borrower by all necessary corporate or other action as applicable; Borrower is duly formed and is in good standing and qualified to do business in its state of organization (if applicable) and in the state(s) in which its place(s) of business is (are) located; the execution and delivery of this Agreement does not contravene a substantially adverse effect on any of Borrower’s organizational documents the collateral, Borrower(s), its business or any other agreementoperations, document or instrument its ability to which Borrower is a party; this Agreement is a valid, binding and enforceable agreement of Borrower; Borrower lawfully possesses and owns each item of Collateral financed or refinanced by Lender for Borrower; the Collateral is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby and any security interests that are junior in priority to the security interest granted hereby; if Borrower acquires any inventory from a Vendor with funds advanced perform its obligations under this Agreement, then all of Borrower’s inventory acquired from such Vendor is free fromeach promissory note, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby; Borrower is a merchant engaged in the business of selling the Inventory and other personal property of a kind similar to the Inventory; all information supplied and statements made by Borrower in any financial statement or other document delivered to Lender at any time is, and shall be, true, correct, complete and genuine when delivered; the Borrower is not a party to or the subject of any lawsuit, governmental investigation or proceeding or material dispute with any party, except as previously disclosed in writing to Lender; the Financial Statements and other information provided by Borrower to Lender in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement; and the Financial Statements and other information provided by any guarantor of Borrower (or by any other party liable for any of Borrower’s and/or its affiliates obligations to Lender and/or its affiliates) in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement. Each request for a Loan by Borrower will be a reaffirmation of Borrower’s representations and warranties contained herein as of the date of such request. Borrower agrees: that the Borrower will not change its principal residence (if Borrower is an individual), its chief executive office (if Borrower is not a registered organization), or its State of organization (if Borrower is a registered organization organized under State law) without prior written consent from Lender; that Borrower will not change its name or entity type without prior consent from Lender; that Borrower will not merge or consolidate with any other party or sell, transfer, abandon, or otherwise dispose of a substantial part of Borrower’s assets (other than the sale of Inventory in the ordinary course of business); to defend, at Borrower’s own expense, any action, proceeding or claim affecting the Collateral; to give notice to Lender of (i) any defect or non-conformity in any shipment of the Inventory financed by Lender, or any claim of a right to reject or revoke acceptance of such Inventory for any reason, no later than five (5) days after delivery of such Inventory and (ii) any event or circumstance that has caused, or would reasonably be expected to cause, a material adverse effect on the Borrower, its business or its financial prospects, immediately upon becoming aware of such event or circumstance; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Schedule, or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); to pay all transportation and storage charges on the Collateral, and pay all rents and other amounts, if any, for the use of premises on which Borrower keeps any Collateral; to obtain, upon the request of Lender, waivers of interest and/or non-disturbance agreements from landlords, lienholders, warehousemen and/or bailors as to locations where any Collateral is located; that if a certificate of title is required by law with respect to any item of Collateral, Borrower shall obtain such certificate and shall note the security interest of Lender thereon and shall do everything necessary or expedient to preserve or perfect the security interest of Lender therein; that Borrower will not misuse, fail to keep in good repair, secrete or, except with Lender’s prior written consent, rent, lend, assign or otherwise transfer any of the Collateral, or use the Collateral for any purpose other than in accordance with accepted industry practices; that Lender may enter upon Borrower’s premises at any reasonable time to inspect the Collateral and Borrower’s books and records pertaining to the Collateral with the full cooperation and assistance of Borrower; to take all such actions reasonably requested by Lender to further implement and give effect to the agreements contained in this Agreement; and to indemnify and hold harmless Lender and its affiliates from any claims, losses, costs and expenses asserted by Borrower, any customer of Borrower or any other party relating to or arising out of this Agreement or any Collateral; to deliver to Lender, within ninety (90) days after the close of each fiscal year of Borrower, Borrower’s balance sheet, and statement of income (“Financial Statements”) certified by a recognized firm of certified public accountants as having been prepared in accordance with generally accepted accounting principles and as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended; to deliver to Lender upon request by Lender (i) copies of Borrower’s quarterly Financial Statements certified documents executed by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (iiBorrower(s) copies of Borrower’s monthly Financial Statements certified by the chief financial officer of Borrower as presenting fairly the financial condition of Borrower as of the date thereof and for the period then ended, (iii) a report of the Collateral in a form and substance acceptable to Lender including without limitation a detailed listing of Borrower’s inventory, accounts receivable, accounts payable, and sales journals and that is certified by the chief financial officer of the Borrower as being true, correct, complete and genuine; and (iv) such other financial statements or information regarding Borrower or the Collateral, as Lender reasonably may request from time to time; and (g) Neither the Borrower(s) nor any of their director / partner / member, as the case may be, has been declared to be a defaulter / willful defaulter. The Borrower(s) shall not induct a person who is a director / partner / member of an entity identified as defaulter / willful defaulter. In the event such a person is found to be a director / partner / member of an entity identified as defaulter / willful defaulter, the Borrower(s) shall take expeditious and effective steps for removal of such a person.