Common use of Representations and Warranties Concerning Collateral Clause in Contracts

Representations and Warranties Concerning Collateral. Borrower represents and warrants that: a. Borrower is the sole owner of the Collateral. b. The Inventory and Accounts are not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. The Account is a bona fide obligation of the Account Debtor for the amount identified on the records of Borrower and there have been no payments, deductions, credits, payment terms, or other modifications or reductions in the amount owing on such Account except as reported to Lender prior to Lender making any advance based upon the Account. d. There are no defenses or setoffs to payment of the Account which can be asserted by way of defense or counterclaim against Borrower or Lender and the Account will be timely paid in full by the Account Debtor. e. There is presently no default or delinquency in any payment of the Accounts, except for any default or delinquency which has been reserved against by Borrower in accordance with generally accepted accounting principles and the Accounts will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts. f. Borrower has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the Accounts. g. All services performed or goods sold giving rise to the Accounts have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower’s business. h. There have been no extensions, modifications, or other agreements relating to payment of the Accounts, except those granted in the ordinary course of business and which do not affect a material portion of the Accounts.

Representations and Warranties Concerning Collateral. Borrower represents and warrants that: a. Borrower is the sole owner of the Collateral. b. The Inventory and Accounts are Collateral is not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. The Account is Accounts and Financial Obligations Collateral, if any, are each a bona fide obligation of the Account Debtor obligor identified therein for the amount identified on in the records of Borrower Borrower, except for normal and there have been no payments, deductions, credits, payment terms, or other modifications or reductions customary disputes which arise in the amount owing on such Account except as reported to Lender prior to Lender making any advance based upon ordinary course of business and which do not affect a material portion of the AccountAccounts and Financial Obligations Collateral. d. There are no defenses or setoffs to payment of the Account Accounts and Financial Obligations Collateral, if any, which can be asserted by way of defense or counterclaim against Borrower or Lender Lender, except for normal and customary disputes which arise in the Account will be timely paid in full by ordinary course of business and which do not affect a material portion of the Account DebtorAccounts and Financial Obligations Collateral. e. There is presently no default or delinquency in any payment of the AccountsAccounts and Financial Obligations Collateral, if any, except for any default or delinquency which has been reserved against by Borrower in accordance with generally accepted accounting principles and the Accounts and Financial Obligations Collateral will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral. f. Borrower has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts and Financial Obligations Collateral, if any, to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral. g. All Any services performed or goods sold giving rise to the Accounts and Financial Obligations Collateral, if any, have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower’s business. h. There have been no extensions, modifications, or other agreements relating to payment of the AccountsAccounts and Financial Obligations Collateral, if any, except those granted in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral.

Representations and Warranties Concerning Collateral. Borrower represents and warrants that: a. Borrower is the sole owner of the Collateral. b. The Inventory and Accounts are not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. The Account is Accounts and Financial Obligations, if any, are each a bona fide obligation of the Account Debtor obligor identified therein for the amount identified on in the records of Borrower Borrower, except for normal and there have been no payments, deductions, credits, payment terms, or other modifications or reductions customary disputes which arise in the amount owing on such Account except as reported to Lender prior to Lender making any advance based upon ordinary course of business and which do not affect a material portion of the AccountAccounts and Financial Obligations. d. There are no defenses or setoffs to payment of the Account Accounts and Financial Obligations, if any, which can be asserted by way of defense or counterclaim against Borrower or Lender Lender, except for normal and customary disputes which arise in the Account will be timely paid in full by ordinary course of business and which do not affect a material portion of the Account DebtorAccounts and Financial Obligations. e. There is presently no default or delinquency in any payment of the AccountsAccounts and Financial Obligations, if any, except for any default or delinquency which has been reserved against by Borrower in accordance with generally accepted accounting principles Accounting Standards and the Accounts and Financial Obligations will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations. f. Borrower has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts and Financial Obligations, if any, to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations. g. All Any services performed or goods sold giving rise to the Accounts and Financial Obligations, if any, have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower’s business. h. There have been no extensions, modifications, or other agreements relating to payment of the AccountsAccounts and Financial Obligations, if any, except those granted in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations and except those agreements with Benefactor Funding Corp. that shall be terminated by Borrower prior to or immediately in connection with Lender making the First Loan Advance.

Representations and Warranties Concerning Collateral. Borrower represents and warrants that: a. Borrower is the sole owner of the Collateral. b. The Inventory and Accounts are not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. The Account is Accounts are each a bona fide obligation of the Account Debtor obligor identified therein for the amount identified on in the records of Borrower Borrower, except for normal and there have been no payments, deductions, credits, payment terms, or other modifications or reductions customary disputes which arise in the amount owing on such Account except as reported to Lender prior to Lender making any advance based upon ordinary course of business and which do not affect a material portion of the AccountAccounts. d. There To Borrower’s knowledge, there are no defenses or setoffs to payment of the Account Accounts which can be asserted by way of defense or counterclaim against Borrower or Lender Lender, except for normal and customary disputes which arise in the Account will be timely paid in full by ordinary course of business and which do not affect a material portion of the Account DebtorAccounts. e. There is presently no default or delinquency in any payment of the Accounts, except for any default or delinquency which has been reserved against by Borrower in accordance with generally accepted accounting principles and the Accounts will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts. f. Borrower has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the Accounts. g. All Any services performed or goods sold giving rise to the Accounts have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower’s business. h. There have been no extensions, modifications, or other agreements relating to payment of the Accounts, except those granted in the ordinary course of business and which do not affect a material portion of the Accounts.

Representations and Warranties Concerning Collateral. Borrower represents and warrants that: a. Borrower is the sole owner of the Collateral. b. The Inventory and Accounts are Collateral is not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrancesthat has not been consented to by Secured Party. c. The Account is Accounts are each a bona fide obligation of the Account Debtor obligor identified therein for the amount identified on in the records of Borrower Borrower, except for normal and there have been no payments, deductions, credits, payment terms, or other modifications or reductions customary disputes that arise in the amount owing on such Account except as reported to Lender prior to Lender making any advance based upon ordinary course of business and that do not affect a material portion of the AccountAccounts. d. There To the best knowledge of Borrower, there are no defenses or setoffs to payment of the Account which Accounts that can be asserted by way of defense or counterclaim against Borrower or Lender Secured Party, except for normal and customary disputes that arise in the Account will be timely paid in full by ordinary course of business and that do not affect a material portion of the Account DebtorAccounts. e. There is presently no default or delinquency in any payment of the Accounts, except for any default or delinquency which with respect to Accounts that has been reserved against by Borrower in accordance with generally accepted accounting principles and the Accounts will be timely paid in full by the obligorsand, except for normal and customary disputes which that arise in the ordinary course of business and which that do not affect a material portion of the Accounts. f. Borrower has no knowledge of any fact or circumstance which that would materially impair the ability of any obligor on the Accounts to timely perform its obligations thereunder, except those which that arise in the ordinary course of business and which that do not affect a material portion of the Accounts. g. All Any services performed or goods sold giving rise to the Accounts have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower’s 's business. h. There have been no extensions, modifications, or other agreements relating to payment of the Accounts, except those granted in the ordinary course of business and which that do not affect a material portion of the Accounts. i. The Promissory Notes, Leases, Chattel Paper, and Security Agreements Collateral are bona fide obligations of the obligors identified therein for the amount identified therein or as otherwise disclosed in writing to Secured Party by Borrower, except for normal and customary disputes that arise in the ordinary course of business and that do not affect a material portion of such obligations.

Representations and Warranties Concerning Collateral. Borrower Guarantor represents and warrants that: a. Borrower Guarantor is the sole owner of the Collateral. b. The Inventory and Accounts are Collateral is not subject to any security interest, lien, prior assignment, or other encumbrance of any nature Lien whatsoever except Permitted Encumbrances. c. The Account is Accounts and Financial Obligations Collateral, if any, are each a bona fide obligation of the Account Debtor obligor identified therein for the amount identified on in the records of Borrower Guarantor, except for normal and there have been no payments, deductions, credits, payment terms, or other modifications or reductions customary disputes which arise in the amount owing on such Account except as reported to Lender prior to Lender making any advance based upon ordinary course of business and which do not affect a material portion of the AccountAccounts and Financial Obligations Collateral. d. There are no defenses or setoffs to payment of the Account Accounts and Financial Obligations Collateral, if any, which can be asserted by way of defense or counterclaim against Borrower Guarantor or Lender Lender, except for normal and customary disputes which arise in the Account will be timely paid in full by ordinary course of business and which do not affect a material portion of the Account DebtorAccounts and Financial Obligations Collateral. e. There is presently no default or delinquency in any payment of the AccountsAccounts and Financial Obligations Collateral, if any, except for any default or delinquency which has been reserved against by Borrower Guarantor in accordance with generally accepted accounting principles and the Accounts and Financial Obligations Collateral will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral. f. Borrower Guarantor has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts and Financial Obligations Collateral, if any, to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral. g. All Any services performed or goods sold giving rise to the Accounts and Financial Obligations Collateral, if any, have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of BorrowerGuarantor’s business. h. There have been no extensions, modifications, or other agreements relating to payment of the AccountsAccounts and Financial Obligations Collateral, if any, except those granted in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral.

Representations and Warranties Concerning Collateral. Borrower Guarantor represents and warrants that: a. Borrower Guarantor is the sole owner of the Collateral. b. The Inventory and Accounts are Collateral is not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. The Account is Accounts and Financial Obligations Collateral, if any, are each a bona fide obligation of the Account Debtor obligor identified therein for the amount identified on in the records of Borrower Guarantor, except for normal and there have been no payments, deductions, credits, payment terms, or other modifications or reductions customary disputes which arise in the amount owing on such Account except as reported to Lender prior to Lender making any advance based upon ordinary course of business and which do not affect a material portion of the AccountAccounts and Financial Obligations Collateral. d. There are no defenses or setoffs to payment of the Account Accounts and Financial Obligations Collateral, if any, which can be asserted by way of defense or counterclaim against Borrower Guarantor or Lender Summit, except for normal and customary disputes which arise in the Account will be timely paid in full by ordinary course of business and which do not affect a material portion of the Account DebtorAccounts and Financial Obligations Collateral. e. There is presently no default or delinquency in any payment of the AccountsAccounts and Financial Obligations Collateral, if any, except for any default or delinquency which has been reserved against by Borrower Guarantor in accordance with generally accepted accounting principles and the Accounts and Financial Obligations Collateral will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral. f. Borrower Guarantor has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts and Financial Obligations Collateral, if any, to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral. g. All Any services performed or goods sold giving rise to the Accounts and Financial Obligations Collateral, if any, have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of BorrowerGuarantor’s business. h. There have been no extensions, modifications, or other agreements relating to payment of the AccountsAccounts and Financial Obligations Collateral, if any, except those granted in the ordinary course of business and which do not affect a material portion of the AccountsAccounts and Financial Obligations Collateral.