Common use of Financed Receivables Clause in Contracts

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account;. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There Other than ordinary course performance level agreements, there are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based upon Exim Inventory Placeholder Invoices): (a) Such Each Financed Receivable is an Eligible Foreign Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not reasonably anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; andthereof; (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank with respect to a Financed Receivable contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Financed Receivable are true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books with respect to a Financed Receivable are genuine and in all respects what they purport to be; (k) All sales and other transactions underlying or giving rise to each Financed Receivable comply in all material respects with all applicable laws and governmental rules and regulations; and (l) To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to each Financed Receivable are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in respect of a Financed Receivable contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleadingmisleading in light of the circumstances in which they were made.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal Transmittal, if one is being provided, and is not disputed; amounts set forth on any Borrowing Base Certificate, if one is being provided, are correct and not disputed to the best of Borrower’s knowledge; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal datedate or date an Account is included in a Borrowing Base Certificate; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No To Borrower’s knowledge, no representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not reasonably anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateralthereof; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank with respect to a Financed Receivable contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account;Account or an Eligible Purchase Order. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal or Purchase Order Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract pertaining to any Eligible Account and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date or Purchase Order Transmittal date; (e) Such Each Financed Receivable that is an Eligible Account is based on an actual sale and delivery of goods and/or services rendered, rendered and is due to Borrower, ; (f) Each Financed Receivable is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (fg) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (gh) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (hi) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (ij) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (jk) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible AccountAccount or an Eligible Purchase Order; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal or Purchase Order Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal or Purchase Order Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor on such Financed Receivable is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account;. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputeddisputed provided, however that, Bank will, on a case-by-case basis in its sole discretion, allow Borrower (upon Bank receiving notice from Borrower requesting that Bank make such an allowance) to make subsequent adjustments to the amounts on the delivered Invoice Transmittal in order to remedy immaterial miscalculations;; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable (other than Financed Receivables based upon Placeholder Invoices), as of the date the Advance is made based upon such Financed Receivable, that: (a) Such Each Financed Receivable is an Eligible Account;. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liensencumbrances; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment Except with respect to Deferred Revenue to the extent that it is not offset in accordance with the definition of Advance Rate, payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based upon Renewal Invoices): (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account;. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no such Account Debtor is not insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based upon Placeholder Invoices): (a) Such Each Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based upon Exim Inventory Placeholder Invoices): (a) Such Financed Receivable is an Eligible Foreign Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and; (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Financed Receivable are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be; (k) All sales and other transactions underlying or giving rise to each Financed Receivable shall comply in all material respects with all applicable laws and governmental rules and regulations; and (l) To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to each Financed Receivable are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

Financed Receivables. Each Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Such Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and such Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to such Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discountdiscount other than normal warranty rights in the ordinary course of business; (g) Such Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Such Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require such Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of such Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request/Invoice Transmittal Form and is not disputed; (d) Payment Other than for Deferred Revenue financed with a Streamline Advance or EMEA Advance, payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request/Invoice Transmittal Form date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible AccountAccount or represents Eligible On The Water Inventory; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount of such Financed Receivable is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no the Account Debtor with respect to such Financed Receivable is neither insolvent or nor subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank with respect to such Financed Receivable contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in connection with this Agreement, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank in connection with this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement statements contained in the certificates or statement statements, in light of the circumstances in which they were made, not misleadingmisleading (it being recognized by Bank that projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account;. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal or Eligible Accounts Summary, as applicable, and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal datedate or date the Eligible Account is submitted for financing (when no Invoice Transmittal is due), as applicable; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account;. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank Lender has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank Lender contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based upon Inventory Placeholder Invoices): (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in connection with the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleadingmisleading in light of the circumstances in which they were made.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower Each Financed Receivable and all related documents are accurate and correct in any certificate or written statement given to Bank contains any untrue statement of a all material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement respects and are not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable based upon Eligible Accounts and Aggregate Eligible Accounts (except to the extent of any Adjustments for which the applicable Advance (or portion thereof) has been repaid): (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal datedate (except with respect to Permitted Deferred Revenue); (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request/Invoice Transmittal Form and is not disputed; (d) Payment Other than for Deferred Revenue financed with a Streamline Advance, payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request/Invoice Transmittal Form date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement relating to or in respect of Borrower such Financed Receivable in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible AccountAccount or an Eligible Purchase Order; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment With respect to Eligible Accounts, payment of the amount financed is not contingent on any obligation or contract and Borrower has fulfilled all its obligations to receive such payment as of the Advance Request and Invoice Transmittal date; (e) Such Each Financed Receivable is based on an actual Purchase Order or sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;discount with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by Borrower that have been disclosed to Bank in writing. (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. (a) Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based Upon Placeholder Invoices): (ai) Such Each Financed Receivable is an Eligible Account (as to the determination by Bank as to whether an Account is an Eligible Account based upon Bank's discretion, Bank has not notified Borrower, and Borrower has no knowledge, that a particular Financed Receivable is no longer an Eligible Account); (bii) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (ciii) The correct amount is on the Invoice Transmittal and is not disputed (or, if disputed, the disputed portion is not included as a Financed Receivable); (div) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (ev) Such Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in defaultdefault (other than that it may be past due, provided that it continues to be an Eligible Account), has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (fvi) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discountdiscount (or if there are any defenses, offsets, counterclaims or agreements, such amounts are not included as a Financed Receivable); (gvii) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;; and (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (iviii) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and. (jb) No representationBorrower represents and warrants that, warranty at the time of each Advance, Borrower does not anticipate filing or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleadinghaving filed against it an Insolvency Proceeding.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct gross amount of each Financed Receivable is set forth on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes (i) the fair salable value of each Account Debtor’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities, (ii) each Account Debtor is able to pay its debts (including trade debts) as they mature and (iii) no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no known defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower related to the Financed Receivable in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct face amount of such Financed Receivable is reflected on the Invoice Transmittal and and, to the best of Borrower’s knowledge, is not disputed; (d) Payment of such Financed Receivable is not conditioned or otherwise contingent on any obligation or contract and Borrower has fulfilled all its obligations as action of the Invoice Transmittal dateBorrower; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in defaultdefault as of the date of the Invoice Transmittal with respect thereto, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements Adjustments for which the Account Debtor of such Financed Receivable may claim any deduction or discountdiscount other than those which have been reported to Bank and the amount of which has been repaid in accordance with Section 2.3.1 hereof; (g) Borrower reasonably believes no that the Account Debtor for such Financed Receivable is not insolvent or subject to any Insolvency Proceedings;; and (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on such Financed Receivables Receivable and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleadingCollateral received thereon.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.. 28059520v3

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement relating to or in respect of Borrower such Financed Receivable in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. With respect to Invoice Advances only, Borrower represents and warrants for each Financed Receivable: (a) Such Each Financed Receivable is an Eligible Account;. (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request/Invoice Transmittal Form and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (ge) Borrower reasonably believes no that the applicable Account Debtor is not insolvent or subject to any Insolvency Proceedings; (hf) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (ig) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (jh) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. In addition, with respect to Invoice Advances only, for each Financed Receivable outstanding when Borrower’s T6M EBITDA is less than or equal to $1.00, Borrower represents and warrants (a) that each Financed Receivable is (i) based on an actual sale and delivery of goods and/or services rendered, (ii) is due to Borrower, (iii) is not in default, (iv) has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens, (b) that payment of such Financed Receivable is not contingent on any obligation or contract and (c) Borrower has fulfilled all its obligations as of the Advance Request/Invoice Transmittal Form date.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based upon Exim Inventory Placeholder Invoices): (a) Such Financed Receivable is an Eligible Foreign Account; (b) Borrower is the owner of and has the with legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and; (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Financed Receivable are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower's Books are genuine and in all respects what they purport to be; (k) All sales and other transactions underlying or giving rise to each Financed Receivable shall comply in all material respects with all applicable laws and governmental rules and regulations; and (l) To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to each Financed Receivable are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

Financed Receivables. Borrower represents and warrants for each Financed Receivable: (a) Such Financed Receivable is an Eligible Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Financed Receivables. Borrower represents and warrants for each Financed Receivable:Receivable (other than Financed Receivables based upon Exim Inventory Placeholder Invoices): (a) Such Financed Receivable is an Eligible Foreign Account; (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable; (c) The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; (d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; (e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; (f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; (g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; (h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; (i) Bank has the right to endorse and/ or and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and; (j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Financed Receivable are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower's Books are genuine and in all respects what they purport to be; (k) All sales and other transactions underlying or giving rise to each Financed Receivable shall comply in all material respects with all applicable laws and governmental rules and regulations; and (l) To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to each Financed Receivable are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.