Common use of Representations Concerning the Collateral Clause in Contracts

Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Agent's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇, Media ▇▇▇▇▇▇▇▇ Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoices, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes and (iii) do not represent ▇▇▇▇ and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of Borrower. (c) that Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment of all advertising purchased by the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such payment.

Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in AgentLender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇, Media ▇▇▇▇▇▇▇▇ Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoicesCustomers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes and Disputes; (iii) do not represent ▇▇▇▇ bill and hold sales, consignment cons▇▇▇▇ent sales, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of Borrower; (iv) included in any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrower has no knowledge of any fact or circumstance not disclosed to Lender in the pertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (c) in the event any amounts due and owing from any account debtor to Borrower on any Eligible Receivable shall become subject to any Dispute, or to any other adjustment otherwise permitted to be made in accordance with the terms and provisions hereof in the ordinary course of business and prior to the occurrence of an Event of Default hereunder, Borrower agrees that it shall, at the time of the submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of all advertising purchased by returns and credits in respect of any Receivables included within a Borrowing Base Certificate, which notice shall specify the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such paymentReceivables affected.

Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Agent's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇, ▇ and Media ▇▇▇▇▇▇▇▇ Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoices, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes and (iii) do not represent ▇▇▇▇ and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of Borrower. (c) that Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment of all advertising purchased by the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such payment.

Representations Concerning the Collateral. Each Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) all the Collateral (i) is owned by Borrower Borrowers free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in AgentLender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables and Affiliate Receivables known to Borrower (i) represent complete (to the extent of the percentage of the work for which the payment is due) bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇, Media ▇▇▇▇▇▇▇▇ Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoicesCustomers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes and which are not disclosed to Lender; (iii) do not represent ▇▇▇▇ bill and hold salessale▇, consignment ▇onsignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of BorrowerBorrowers which are not disclosed to Lender; (iv) included in any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrowers have no knowledge of any fact or circumstance not disclosed to Lender in the pertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (c) in the event any amounts due and owing from any account debtor to Borrower on any Eligible Receivable shall become subject to any Dispute, or to any other adjustment in excess of $100,000.00 otherwise permitted to be made in accordance with the terms and provisions hereof in the ordinary course of business and prior to the occurrence of an Event of Default hereunder, Borrower agrees that it shall, at the time of the submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of all advertising purchased by returns and credits in excess of $75,000.00 in respect of any Receivables included within a Borrowing Base Certificate, which notice shall specify the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such paymentReceivables affected.

Representations Concerning the Collateral. Borrower represents We represent and warrants warrant (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance an advance and made as of the time of each and every Revolving Credit Advance advance hereunder): (a) all the Collateral (i) is owned by Borrower us free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Agent's your favor and as otherwise consented to in writing by you and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest;; and (b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's our part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇(it being understood that from time to time we are required to make further performance if we, Media ▇▇▇▇▇▇▇▇ Receivablesas a Systems Integrator, Recruitment Media Billing Receivables and Close Date Receivables with respect fail to billing and delivery of invoicessatisfy our obligations to a Customer), (ii) to the best of Borrower's our knowledge, are not subject to any present, future or contingent Disputes and Customer Disputes; (iii) do not represent ▇bill ▇▇▇ hold sales unless requested by a Customer and with respect to which a DD250 has been delivered to you (it being understood that we may sell to other Customers on bill ▇▇▇ hold salesterms with your prior written consent, which consent shall not be unreasonably withheld), consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate of our affiliates or Subsidiary subsidiaries; (iv) included in any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Borrower. Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to you; and (cv) that Borrower and we have no knowledge of any fact or circumstance not disclosed to you in the Scheduled Affiliates ("Obligated Party") are solely responsible for payment pertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of all advertising purchased by the Obligated Party from such media source any Receivable and that the media source has no recourse against the Customer of an Obligated Party all documents in connection with respect to any such paymenteach Receivable are genuine.

Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in AgentLender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇, Media ▇▇▇▇▇▇▇▇ Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoicesCustomers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes and Disputes; (iii) do not represent ▇▇▇▇ bill and hold sales, consignment saless▇▇▇▇, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of Borrower; (iv) included in any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrower has no knowledge of any fact or circumstance not disclosed to Lender in the pertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (c) in the event any amounts due and owing from any account debtor to Borrower on any Eligible Receivable shall become subject to any Dispute, or to any other adjustment otherwise permitted to be made in accordance with the terms and provisions hereof in the ordinary course of business and prior to the occurrence of an Event of Default hereunder, Borrower agrees that it shall, at the time of the submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of all advertising purchased by returns and credits in respect of any Receivables included within a Borrowing Base Certificate, which notice shall specify the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such paymentReceivables affected.

Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in AgentLender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇, Media ▇▇▇▇▇▇▇▇ Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoicesCustomers, (ii) to the best of Borrower's knowledgeknowledge at the time, are not subject to any present, future or contingent Disputes and Disputes; (iii) do not represent ▇▇▇▇ bill and hold sales, consignment sales, guaranteed sales, sale s▇▇▇ or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of Borrower; (iv) included in any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrower has no knowledge of any fact or circumstance particular to any customer not disclosed to Lender in the pertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (c) in the event any amounts due and owing from any account debtor to Borrower on any Eligible Receivable shall become subject to any Dispute, or to any other adjustment otherwise permitted to be made in accordance with the terms and provisions hereof in the ordinary course of business and prior to the occurrence of an Event of Default hereunder, Borrower agrees that it shall, at the time of the submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of all advertising purchased by returns and credits in respect of any Receivables included within a Borrowing Base Certificate, which notice shall specify the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such paymentReceivables affected.