Common use of SELLER'S REPRESENTATIONS AND COVENANTS Clause in Contracts

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s principals, represent, warrant and covenant to FGI that: (a) Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organization, is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller’s articles of incorporation or organization or bylaws or any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) The Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (d) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account described thereon and that upon FGI’s acceptance of each Purchased Account; it shall become the sole owner and holder of such Purchased Account(s). (e) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGI. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI as reflected on the attached Schedule 4(e). Seller will not execute any financing statement in favor of any other Person, except FGI, during the Term of this agreement. (f) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty (30) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s business is solvent to the best of Seller’s knowledge. (g) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI for FGI or prior to the date it is to be paid. Seller shall inform FGI, in writing, immediately upon learning that there exists any Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval of FGI. Seller shall provide to FGI for each Account Debtor who is indebted on a Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Accounts and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or in FGI’s sole and exclusive discretion, FGI may accept the issuance of a Credit Memo and apply same to Seller’s Required Reserve Account. (h) Seller’s address, as set forth in any Application submitted to FGI, is Seller’s mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGI. (i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGI. Seller shall furnish FGI, upon request, such information and statements, as FGI shall request from time to time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the 30th day of each month, unaudited financial statements with respect to the prior month and, within ninety (90) days after the end of each of Seller’s fiscal years, annual financial statements and such certificates relating to the foregoing as FGI may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has paid and will pay all taxes and governmental charges imposed with respect to sale of Goods and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.00, and (ii) any attachment or any other legal process levied against Seller. (l) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI in writing which could materially adversely affect the properties, business or financial condition of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) Seller does business under no trade or assumed names except as indicated below: (o) Any invoice or written communication that is issued by Seller to FGI by facsimile transmission is a duplicate of the original. (p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI shall be authentic and genuine.

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s 's principals, represent, warrant and covenant to FGI Factor that: (a) Seller is either a corporation, limited liability company, limited partnership or other form registered organization such that it is an organization organized solely under the law of Registered Organization, a single state and as to which the state must maintain a public record showing the organization to have been organized; that Seller is duly organized, validly existing and in good standing under the laws of the state of its incorporation and has duly filed any requisite Articles or organization Certificate and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) . The execution, delivery and performance by Seller of this Agreement does do not and will not constitute a violation of any applicable law, violation of Seller’s 's articles of incorporation or organization or bylaws or any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) . The Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (db) Immediately prior to the execution and at the time of delivery of each Schedule of Account, . Seller is the sole owner and holder of each of the Account Accounts described thereon and that upon FGI’s Factor's acceptance of each Purchased Account; it shall become the sole owner and holder of such Purchased Account(s). (ec) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of or nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGIFactor. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI Factor as reflected on the a Schedule attached Schedule 4(e)hereto. Seller will not execute any financing statement in favor of any other Person, except FGIFactor, during the Term of this agreement. (fd) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty (30) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s 's business is solvent to the best of Seller’s 's knowledge. (ge) There To the best of Seller's knowledge, there are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI for FGI Factor or prior to the date it is to be paid. Seller shall agrees to inform FGI, Factor in writing, writing immediately upon learning that there exists any Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval of FGIFactor. Seller shall provide to FGI Factor for each Account Debtor who is indebted on a Purchased an Account that has been purchased, a weekly report immediate written notification in a form and substance satisfactory to FGI Factor itemizing all such returns and allowances made during the previous week with respect to such Purchased Accounts and at FGI’s Factor's option a check (or wire transfer) payable to FGI Factor for the amount thereof or in FGI’s Factor's sole and exclusive discretion, FGI . Factor may accept the issuance of a Credit Memo and apply same to Seller’s 's Required Reserve AccountReserve. (hf) Seller’s address, as The address set forth in any Application submitted to FGI, the salutary paragraph of this Agreement is Seller’s 's mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGIFactor. (ig) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGIFactor. Seller shall furnish FGIFactor, upon request, such information and statements, as FGI Factor shall request from time to time lime regarding Seller’s 's business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the 30th day of each month, unaudited financial statements with respect to the prior month andFactor, within ninety (90) days after the end of each of Seller’s 's fiscal years, annual financial statements and such certificates relating to the foregoing as FGI Factor may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default. Seller will furnish to FGI Factor upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI Factor may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI Factor otherwise consents, all financial statements and reports furnished to FGI Factor hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (jh) Seller has paid and will pay all taxes and governmental charges imposed with respect to sale of Goods goods and furnish to FGI Factor upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (ki) Seller will promptly notify FGI Factor of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.00, and (ii) any attachment or any other legal process levied against Seller. (lj) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI Factor in writing which could materially adversely affect the properties, business or financial condition of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (mk) Funds paid to Seller under this Agreement shall be exclusively used for business related purposes of Seller. In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (nl) Seller does business under no trade or assumed names except as indicated below: (om) Any invoice or written communication that is issued by Seller to FGI by Factor in any form of transmission including email, facsimile transmission or otherwise is a duplicate of the original. (pn) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI Factor shall be authentic and genuine.

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s principals, Seller represent, warrant and covenant to FGI that: (a) Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organizationregistered Person, is duly organized, validly existing and in good standing under the laws of the state State of its incorporation or organization California and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller’s articles of incorporation incorporation, articles of organization, bylaws, operating agreement, partnership agreement or organization or bylaws or other organizational documents and does not and will not constitute any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) The Seller has all requisite power and authority to enter into and perform this Agreement, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and other documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (d) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account described thereon and that upon FGI’s acceptance of each Purchased Account; it FGI shall become the sole owner and holder of such Purchased Account(s). (e) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGI. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI as reflected specifically listed on the attached Schedule 4(e)) attached hereto. Seller will not execute any security agreement or authorize the filing of any financing statement in favor of any other Person, except FGI, during the Term of this agreementAgreement. (f) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty no greater than sixty (3060) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s business is solvent to the best of Seller’s knowledge. (g) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI for FGI or prior to the date it is to be paid. Seller shall inform FGI, in writing, immediately upon learning that there exists any Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval consent of FGI, which consent shall not be unreasonably withheld. On the first business day of each calendar week, Seller shall provide to FGI for each Account Debtor who is indebted on a Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Accounts and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or in FGI’s sole and exclusive discretion, FGI may accept the issuance of a Credit Memo and apply same to Seller’s Required the Reserve Account. (h) Seller’s address, as set forth in any Application submitted to FGI, is Seller’s mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGI. (i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGI. Seller shall furnish FGI, upon request, such information and statements, as FGI shall request from time to time and at any time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the 30th thirtieth (30th) day of each month, unaudited financial statements with respect to the prior month and, within ninety (90) days after the end of each of Seller’s fiscal years, annual financial statements and such certificates relating to the foregoing as FGI may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events that no Event of Default have exists or if an Event of Default has occurred and stating in detail the nature of the Events Event(s) of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has and will file all tax returns required to be filed in any jurisdiction where Seller conducts business and Seller has paid and will pay all taxes and governmental charges (including taxes and charges imposed with respect to sale of Goods or provision of services) and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) The are no existing lawsuits against Seller involving amounts greater than $50,000 and Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.0050,000, and (ii) any attachment or any other legal process levied against Seller. (l) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI in writing which could materially adversely affect the properties, business or business, financial condition or prospects of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) Seller does business under no trade or assumed names except as indicated below:other than specifically listed on Schedule 4(n) attached hereto. (o) Any invoice or written communication that is issued by Seller to FGI by facsimile transmission is a duplicate of the original. (p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI shall be authentic and genuine. (q) Seller has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (r) After giving effect to the transactions contemplated under this Agreement, Seller is solvent, is able to pay its debts as they become due, and has capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns property having a value both at fair valuation and at present fair salable value greater than the amount required to pay Seller’s debts. Seller will not be rendered insolvent by the execution and delivery of this Agreement or by the transactions contemplated hereunder or thereunder. (s) Seller shall continue in the business presently operated by it using its commercially reasonable efforts to maintain its customers and goodwill. (t) Seller shall deliver written notice to FGI promptly upon becoming aware of the existence of (i) any condition or event which constitutes an Event of Default under this Agreement, specifying the nature and period of existence thereof and what action Seller is taking (and proposes to take) with respect thereto or (ii) notice of default, oral or written, given to Seller by any creditor for indebtedness for borrowed money in excess of $25,000. (u) Seller shall permit any of FGI’s officers or other representatives to visit and inspect upon reasonable notice during business hours any of the locations of Seller, to examine and audit all of Seller’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants all at Seller’s expense at the standard rates charged by FGI for such activities, plus FGI’s reasonable out-of-pocket expenses. (v) Seller agrees that immediately upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a material adverse effect the properties, business, or financial condition of Seller it shall give to FGI telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to FGI on the same day such verbal communication is made or the next business day thereafter. (w) Seller will immediately notify FGI in writing in the event that Seller becomes a party to or obtains any rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. Seller shall execute and deliver to FGI all documents and/or agreements necessary to grant FGI a security interest in such Commercial Tort Claim to secure the Obligations. Seller authorizes FGI to file (without Seller’s signature) initial financing statements or amendments, as FGI deems necessary to perfect its security interest in the Commercial Tort Claim. (x) Seller shall provide FGI with written notice of any letters of credit for which Seller is the beneficiary. Seller shall execute and deliver (or cause to be executed or delivered) to FGI, all documents and agreements as FGI may require in order to obtain and perfect its security interest in such Letter of Credit Rights. (y) Without FGI’s prior written approval, Seller shall not engage in any transaction or series of related transactions pursuant to which (A) a Person or group of Persons acquire (i) voting securities of Seller constituting greater than 50% of the issued and outstanding voting securities of Seller and/or entitling such Person(s) to elect a majority of Seller’s board of directors or similar governing body (whether by merger, consolidation, recapitalization, division, conversion or otherwise) or (ii) all or substantially all of the Seller’s assets determined on a consolidated basis, or (B) Seller is dissolved or liquidated or otherwise ceases to be in existence in the form as of the date hereof. (z) Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, Seller shall not become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future Indebtedness of any kind of any Person. (aa) Seller shall not: (i) declare or pay or make any forms of distribution or dividend to holders of Seller’s capital stock, membership interest or other equity interest; (ii) declare or pay any bonus compensation to its officers if an Event of Default exists or would result from the payment thereof; or (iii) hereafter incur or become liable for any indebtedness. (bb) Seller shall not make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person, except vendors in the regular course of business, without prior written approval of FGI. (cc) Seller shall not use FGI’s name in connection with any of its business operations. Nothing herein contained is intended to permit or authorize Seller to make any contract on behalf of FGI. (dd) Seller shall not become or be a party to any contract or agreement which at the time of becoming a party to such contract or agreement materially impairs Seller’s ability to perform under this Agreement, or under any other instrument, agreement or document to which Seller is a party or by which it is or may be bound.

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s 's principals, represent, warrant and covenant to FGI Factor that: (a) : Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organization, is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) . The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller’s 's articles of incorporation or organization or bylaws or any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) . The Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (d) . Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account described thereon and that upon FGI’s Factor's acceptance of each Purchased Account; it shall become the sole owner and holder of such Purchased Account(s). (e) . No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGIFactor. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI Factor as reflected on the attached Schedule 4(e6(c). Seller will not execute any financing statement in favor of any other Person, except FGIFactor, during the Term of this agreement. (f) . Except for money used to purchase equipment. The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty not more than sixty (3060) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s 's business is solvent to the best of Seller’s 's knowledge. (g) . There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI Factor for FGI Factor or prior to the date it is to be paid. Seller shall inform FGIFactor, in writing, immediately upon learning that there exists any Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval of FGIFactor. Seller shall provide submit to FGI Factor on a separate Schedule of Accounts for each Account Debtor who is indebted on a Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI credit memos itemizing all such returns and allowances made during the previous week with respect to such Purchased Accounts and at FGI’s Factor's option a check (or wire transfer) payable to FGI Factor for the amount thereof , or in FGI’s Factor's sole and exclusive discretion, FGI Factor may agree to accept the issuance Schedule of a Credit Memo Accounts and apply same to Seller’s 's Required Reserve Account. (h) . Seller’s 's address, as set forth in any Application submitted to FGIFactor, is Seller’s 's mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGI. (i) Factor. Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGIFactor. Seller shall furnish FGIFactor, upon request, such information and statements, as FGI Factor shall request require from time to time regarding Seller’s 's business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, if required, Seller shall provide FGIFactor, on or prior to the 30th day of each month, unaudited internal financial statements with respect to the prior month andmonth. Seller shall provide Factor with quarterly reviewed financial statements prepared by a certified public accountant reasonably acceptable to Factor, within ninety (90) days after the end of each of Seller’s fiscal years, annual financial statements and such certificates relating to the foregoing as FGI 's quarters. Factor may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default. Seller will furnish to FGI Factor upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI Factor may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI Factor otherwise consents, all financial statements and reports furnished to FGI Factor hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) . Factor shall have the right at any time, at Seller's expense, to visit and inspect Seller's books and records, and to make and take away copies of Seller's books and records. Seller has paid and will pay all taxes and governmental charges imposed with respect to sale of Goods and furnish to FGI Factor upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) . Seller will promptly notify FGI Factor of (i) the filing of any lawsuit against Seller involving amounts greater than Ten Thousand and No/100 Dollars ($10,000.00), and (ii) any attachment or any other legal process levied against Seller. (l) . The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI Factor in writing which could materially adversely affect the properties, business or financial condition of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) . In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) . Seller does business under no trade or assumed names except as indicated below: (o) : Any invoice or written communication that is issued by Seller to FGI Factor by facsimile transmission is a duplicate of the original. (p) . Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI Factor shall be authentic and genuine.

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s 's principals, represent, warrant and covenant to FGI Factor that: (a) Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organization, is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller’s 's articles of incorporation or organization or bylaws or any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) The Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (d) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account described thereon and that upon FGI’s Factor's acceptance of each Purchased Account; it shall become the sole owner and holder of such Purchased Account(s). (e) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGIFactor. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI Factor as reflected on the attached Schedule Exhibit 4(e). Seller will not execute any financing statement in favor of any other Person, except FGIFactor, during the Term of this agreement. (f) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty not more than sixty (3060) days from date receipt of invoice goods and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s 's business is solvent to the best of Seller’s 's knowledge. (g) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI Factor for FGI Factor or prior to the date it is to be paid. , other than sales promotions and offsets that shall be disclosed to Factor prior to the purchase of any Account that would be potentially affected by such offset.. Seller shall inform FGIFactor, in writing, immediately upon learning that there exists any Account, which is subject to a Disputepotential offset. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor in an amount greater than fifteen percent (15%) of total value of all Accounts then outstanding without notice to and the prior written approval of FGIFactor. Seller shall provide to FGI Factor for each Account Debtor who is indebted on a Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI Factor itemizing all such returns and allowances made during the previous week with respect such Purchased Accounts and at FGI’s Factor's option a check (or wire transfer) payable or additional collateral to FGI Factor for the amount thereof or in FGI’s Factor's sole and exclusive discretion, FGI Factor may accept the issuance of a Credit Memo and apply same to Seller’s 's Required Reserve Account. (h) Seller’s 's address, as set forth in any Application submitted to FGIFactor, is Seller’s 's mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGIFactor. (i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGIFactor. Seller shall furnish FGIFactor, upon request, such information and statements, as FGI Factor shall request from time to time regarding Seller’s 's business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGIFactor, on or prior to the 30th 30- day of each month, unaudited financial statements with respect to the prior month and, within ninety (90) days after the end of each of Seller’s 's fiscal years, annual financial statements and such certificates relating to the foregoing as FGI Factor may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default. Seller will furnish to FGI Factor upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI Factor may deem necessary or appropriate from time to time. , unless such request would be an unreasonable burden to Seller.. Unless otherwise expressly provided herein or unless FGI Factor otherwise consents, all financial statements and reports furnished to FGI Factor hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has paid and will pay all taxes and governmental charges imposed with respect to sale of Goods and furnish to FGI Factor upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) Seller will promptly notify FGI Factor of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.00, and (ii) any attachment or any other legal process levied against Seller. (l1) The To the best of Seller's knowledge, the Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI Factor in writing which could materially adversely affect the properties, business or financial condition of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) The Statement of Authorized Signatures for Sale/Assignment of Accounts, the form of which is annexed as Exhibit 4(m) and any change in the persons so authorized shall be given to factor not less than fifteen (15) days prior to such change. (n) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (no) Seller does business under no trade or assumed names except as indicated below:: N/A (op) Any invoice or written communication that is issued by Seller to FGI Factor by facsimile transmission is a duplicate of the original. (pq) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI Factor shall be authentic and genuine.

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s principals, represent, warrant and covenant to FGI Factor that: (a) Seller is either a corporation, limited liability company, limited partnership or other form registered organization such that it is an organization organized solely under the law of Registered Organization, a single state and as to which the state must maintain a public record showing the organization to have been organized; that Seller is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and has duly filed its Amended and Restated Articles of Incorporation and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) . The execution, delivery and performance by Seller of this Agreement does do not and will not constitute a violation of any applicable law, violation of Seller’s articles of incorporation or organization or bylaws or any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) . The Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (db) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account Accounts described thereon and that upon FGIFactor’s acceptance of each Purchased Account; it shall become the sole owner and holder of such Purchased Account(s). (ec) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of or nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGIFactor. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI Factor as reflected on the a Schedule attached Schedule 4(e)hereto. Seller will not execute any financing statement granting an interest in the Collateral, in favor of any other Person, except FGIFactor, during the Term of this agreement. (fd) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty (30) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s business is solvent to the best of Seller’s knowledge. (ge) There To the best of Seller’s actual knowledge, there are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI for FGI Factor or prior to the date it is to be paid. Seller shall agrees to inform FGI, Factor in writing, writing immediately upon learning that there exists any Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval of FGIFactor. Seller shall provide to FGI Factor for each Account Debtor who is indebted on a Purchased an Account that has been purchased, a weekly report immediate written notification in a form and substance satisfactory to FGI Factor itemizing all such returns and allowances made during the previous week with respect to such Purchased Accounts and at FGIFactor’s option a check (or wire transfer) payable to FGI Factor for the amount thereof or in FGIFactor’s sole and exclusive discretion, FGI Factor may accept the issuance of a Credit Memo and apply same to Seller’s Required Reserve AccountReserve. (hf) Seller’s address, as The address set forth in any Application submitted to FGI, the salutary paragraph of this Agreement is Seller’s mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGIFactor. (ig) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGIFactor. Seller shall furnish FGIFactor, upon request, such information and statements, as FGI Factor shall request from time to time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the 30th day of each month, unaudited financial statements with respect to the prior month andFactor, within ninety (90) days after the end of each of Seller’s fiscal years, annual financial statements and such certificates relating to the foregoing as FGI Factor may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default. Seller will furnish to FGI Factor upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI Factor may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI Factor otherwise consents, all financial statements and reports furnished to FGI Factor hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (jh) Seller has paid and will pay all taxes and governmental charges imposed with respect to sale of Goods goods and furnish to FGI Factor upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (ki) Seller will promptly notify FGI Factor of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.00, and (ii) any attachment or any other legal process levied against Seller. (lj) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct in all material respects at the time that this Agreement is executed. There is no fact which Seller has not disclosed shall promptly deliver to FGI in writing which could materially adversely affect the properties, business Factor future copies of all material correspondence concerning Seller’s current or prospective financial condition of Seller, or any of that is reported to the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations United States Securities and warranties from being misleadingExchange Commission. (mk) Funds paid to Seller under this Agreement shall be exclusively used for business related purposes of Seller. In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (nl) Seller does business under no trade or assumed names except as indicated below: (om) Any invoice or written communication that is issued by Seller to FGI by Factor in any form of transmission including email, facsimile transmission or otherwise is a duplicate of the original. (pn) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI Factor shall be authentic and genuine.

SELLER'S REPRESENTATIONS AND COVENANTS. SellerSeller represents, as well as each of Seller’s principals, represent, warrant warrants and covenant covenants to FGI Purchaser that: (a) Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organization, is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) . The execution, delivery and performance by Seller of this Agreement does do not and will not constitute a violation of any applicable law, violation law or the limited partnership agreement of Seller’s articles of incorporation or organization or bylaws Seller or any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) The . This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (db) Immediately prior to the execution and at the time of delivery of each Schedule of AccountAccounts, Seller is will be the sole owner and holder of of, and will have good and marketable title to, each of the Account Accounts described thereon and that upon FGI’s the Related Rights relating thereto, free and clear of all liens, security interests and other adverse claims. Upon Purchaser's acceptance of each Purchased Eligible Account; , it shall become the sole owner and holder of, and will have good and marketable title to, such Eligible Account and the Related Rights relating thereto, free and clear of such Purchased Account(s)all liens, security interests and other adverse claims. (ec) No Purchased Eligible Account or other Collateral shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of or nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGIPurchaser. Seller will not factor or sell any of its Accounts except to Purchaser. There are no financing statements now on file in any public office covering governing any Collateral property of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file as of the date of this Agreement that have been disclosed in writing by Seller to FGI as reflected on the attached Schedule 4(e)Purchaser. Seller will not execute any financing statement in favor of any other Personperson or entity, except FGIother than Purchaser, during the Term of this agreementTerm. (fd) The amount of each Purchased Eligible Account is due and owing to Seller and represents an accurate statement of a bona boa fide sale, delivery and acceptance of Goods Merchandise or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Eligible Accounts are thirty (30) 30 days from date of invoice and the payment of such Purchased Eligible Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s 's business is solvent to the best of Seller’s 's knowledge. (ge) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes Disputes with respect to any Purchased Eligible Account, either at the time it is accepted by FGI Purchaser for FGI purchase or prior to the date it is to be paid. "Dispute," as used in the last preceding sentence, shall mean any claim by an Account Debtor against Seller, of any kind whatsoever, valid or invalid, that is asserted by the Account Debtor as a basis for refusing to pay an Eligible Account either in whole or in part. Seller shall agrees to inform FGI, Purchaser in writing, writing immediately upon learning that there exists or may exist any Account, Account which is subject to a Disputeany contra account, charge back, credit, consignment, right to return merchandise, or other matter which diminishes or may diminish the dollar amount or timely collection of such Account. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval of FGIPurchaser. Seller shall provide to FGI Purchaser for each Account Debtor who is indebted on a Purchased Account Eligible Accounts that has have been purchased, a weekly report in a form and substance satisfactory to FGI Purchaser itemizing all such returns and allowances made during the previous week with respect such Purchased Eligible Accounts and at FGI’s option a check (or wire transfer) payable to FGI Purchaser for the amount thereof or in FGI’s sole and exclusive discretion, FGI may accept the issuance of a Credit Memo and apply same to Seller’s Required Reserve Accountthereof. (hf) Seller’s address, as The address set forth in any Application submitted to FGIbelow Seller's signature hereon is, is and for at least the past six months has been, Seller’s 's mailing address, its chief executive office, office and principal place of business. The street and other business addresses set forth below Seller's signature hereon are, and for at least the office past six months have been, the offices where all of the books and records concerning the Purchased Eligible Accounts are maintained which and the location of all Collateral. Seller shall not be changed change its mailing address, chief executive office, principal place of business or place where such records are maintained or the Collateral is kept without giving thirty (30) 30 days prior written notice to FGIPurchaser. Seller has not -7- been a party to a merger or consolidation with or acquired all or substantially all of the assets of any person or entity during the past five years. (ig) Seller shall maintain its books and records in accordance with GAAP generally accepted accounting principles and shall reflect on its books the absolute sale of the Purchased Eligible Accounts and the Related Rights to FGIPurchaser. Seller shall furnish FGIPurchaser, upon request, such information and statements, statements as FGI Purchaser shall request from time to time regarding Seller’s 's business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, . Seller shall provide FGIPurchaser, on or prior to the 30th day of each month, unaudited financial consolidated and consolidating financing statements with respect to the prior month and, within ninety (90) 90 days after the end of each of Seller’s 's fiscal years, reviewed annual consolidated and consolidating financial statements and such certificates relating to the foregoing as FGI Purchaser may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default. Seller will furnish to FGI Purchaser upon request a current listing of all open and unpaid accounts payable and Accountsaccounts receivable, and such other items of information that FGI Purchaser may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI Purchaser otherwise consents, all financial statements and reports furnished to FGI Purchaser hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAPgenerally accepted accounting principles, consistently applied. (jh) Purchaser shall have the right, at any time and from time to time, to audit Seller's books, records and operations during normal business hours. Seller shall pay all costs associated with such audits which shall be $750 per day per person plus reasonable out-of-pocket expenses. (i) Seller has paid and will pay all taxes and governmental charges imposed with respect to sale sales of Goods the Merchandise and furnish to FGI Purchaser upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (kj) Seller will promptly notify FGI Purchaser of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.00, 10,000 and (ii) any attachment or any other legal process levied against Seller. (k) Seller has served or caused to be served any and all preliminary notices required by law to perfect or enforce any mechanic's lien or stop notice or bonded stop notice for the Eligible Accounts and the information contained in those notices is true and correct to the best of Seller's knowledge. Waivers and releases for all labor, services, equipment or material of Seller and others will be submitted on Purchaser's form concurrently with each Schedule of Accounts. (l) The Application application ("Application") made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI Purchaser in writing which could materially adversely affect the properties, business or financial condition of Seller, or any of the Purchased Eligible -8- Accounts or Collateral, or which it is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) Seller is engaged primarily in commercial, manufacturing or industrial pursuits. In no event shall the funds paid to Seller hereunder be used directly or indirectly for consumer personal, family, family household or agricultural purposes, but shall be used solely for business or investment activities. (n) Seller does business not do business, and for the past five years has not done business, under no any trade or assumed names name except as indicated below:indicated: _______________________________________________________________. (o) Any invoice Seller shall not merge or consolidate with or transfer or assign all or substantially all of its assets and properties to any person or entity without Purchaser's prior written communication that is issued by Seller to FGI by facsimile transmission is a duplicate of the originalconsent. (p) Any electronic communication Attached hereto is a schedule listing all trademarks, copyrights, patents and similar items as described in Sections 7(f), 7(g), and 7(h) which are owned by Seller and which have been filed or registered, including filing and/or registration information. (q) Seller represents and warrants to Purchaser that it has contemporaneously with execution of data, whether this Agreement delivered pursuant to the terms of the Escrow Agreement described in Section 1(b) of this Agreement the source code for Seller's software. Seller agrees to from time to time if it materially modified its software deliver an updated version of the source code into the escrow established by e-mail, tape, disk, or otherwisethe Escrow Agreement. Additionally, Seller remits or causes agrees to do so at any time upon the request of Purchaser. (r) Seller will keep and maintain adequate insurance by insurers acceptable to Purchaser with respect to its business and all Collateral. Such insurance shall be with respect to loss, damages and liability in amounts not less than reasonably requested by Purchaser and shall include at a minimum insurance for worker's compensation, general premises liability, fire, casualty, theft and high risk. Seller shall cause Purchaser to be remitted named an additional insured and loss payee under all policies of insurance covering any of the collateral, to FGI the extent of Purchaser's interest. Seller shall be authentic deliver copies of each insurance policy to Purchaser upon request. (s) Seller is conducting and genuinewill conduct its business in compliance with all applicable laws and has conducted and is in compliance with all licenses and permits required under any such laws. (t) Seller will permit Purchaser and all representatives and agents of Purchaser, including independent appraisers and other persons and entities, to inspect any of the Collateral at any time during normal business hours.

SELLER'S REPRESENTATIONS AND COVENANTS. SellerSeller represents, as well as each of Seller’s principals, represent, warrant warrants and covenant covenants to FGI that: (a) Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organizationregistered Person, is duly organized, validly existing and in good standing under the laws of the state State of its incorporation or organization Delaware and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller’s articles of incorporation incorporation, articles of organization, bylaws, operating agreement, partnership agreement or organization or bylaws or other organizational documents and does not and will not constitute any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) The Seller has all requisite power and authority to enter into and perform this Agreement, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and other documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (d) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account described thereon and that upon FGI’s acceptance of each Purchased Account; it FGI shall become the sole owner and holder of such Purchased Account(s). (e) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGI. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI as reflected specifically listed on the attached Schedule 4(e)) attached hereto. Seller will not execute any security agreement or authorize the filing of any financing statement in favor of any other Person, except FGI, during the Term of this agreementAgreement. (f) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty no greater than sixty (3060) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s business is solvent to the best of Seller’s knowledge. (g) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI for FGI or prior to the date it is to be paid. Seller shall inform FGI, in writing, immediately upon learning that there exists any Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval consent of FGI. On the first business day of each calendar week, Seller shall provide to FGI for each Account Debtor who is indebted on a Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Accounts and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or in FGI’s sole and exclusive discretion, FGI may accept the issuance of a Credit Memo and apply same to Seller’s Required the Reserve Account. (h) Seller’s address, as set forth in any Application submitted to FGI, is Seller’s mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGI. (i) Seller shall maintain its books and records in accordance with GAAP and shall which, to the knowledge of Seller, permits the Seller to reflect on its books the absolute sale of the Purchased Accounts to FGIas an asset following the purchase contemplated hereby. Seller shall furnish FGI, upon request, such information and statements, as FGI shall request from time to time and at any time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the 30th thirtieth (30th) day of each month, unaudited financial statements with respect to the prior month and, within ninety one hundred five (90105) days after the end of each of Seller’s fiscal years, annual financial statements and such certificates relating to the foregoing as FGI may request including, without limitation, a monthly certificate from the president Chief Executive Officer and chief financial officer of Seller stating whether any Events that no Event of Default have exists or if an Event of Default has occurred and stating in detail the nature of the Events Event(s) of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has and will file all tax returns required to be filed in any jurisdiction where Seller conducts business and Seller has paid and will pay all taxes and governmental charges (including taxes and charges imposed with respect to sale of Goods or provision of services) and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) With the exception of those lawsuits disclosed to FGI in writing prior to the date hereof, there are no existing lawsuits against Seller involving amounts greater than $10,000 and Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.0050,000, and (ii) any attachment or any other legal process levied against Seller. (l) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There To the actual knowledge of Seller, there is no fact which Seller has not disclosed to FGI in writing which could materially adversely affect the properties, business or business, financial condition or prospects of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) Seller does business under no trade or assumed names except as indicated below:other than specifically listed on Schedule 4(n) attached hereto. (o) Any invoice or written communication that is issued by Seller to FGI by facsimile transmission is a duplicate of the original. (p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI shall be authentic and genuine. (q) Seller has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (r) After giving effect to the transactions contemplated under this Agreement, Seller is solvent, is able to pay its debts as they become due, and has capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns property having a value both at fair valuation and at present fair salable value greater than the amount required to pay Seller’s debts. Seller will not be rendered insolvent by the execution and delivery of this Agreement or by the transactions contemplated hereunder or thereunder. (s) Seller shall continue in the business presently operated by it using its best efforts to maintain its customers and goodwill. (t) Seller shall deliver written notice to FGI promptly upon becoming aware of the existence of (i) any condition or event which constitutes an Event of Default under this Agreement, specifying the nature and period of existence thereof and what action Seller is taking (and proposes to take) with respect thereto or (ii) notice of default, oral or written, given to Seller by any creditor for indebtedness for borrowed money in excess of $50,000. (u) Seller shall permit any of FGI’s officers or other representatives to visit and inspect upon reasonable notice during business hours any of the locations of Seller, to examine and audit all of Seller’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants all at Seller’s expense at the standard rates charged by FGI for such activities, plus FGI’s reasonable out-of-pocket expenses. (v) Seller agrees that immediately upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a material adverse effect the properties, business, financial condition or prospects of Seller it shall give to FGI telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to FGI on the same day such verbal communication is made or the next business day thereafter. (w) Seller will immediately notify FGI in writing in the event that Seller becomes a party to or obtains any rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. Seller shall execute and deliver to FGI all documents and/or agreements necessary to grant FGI a security interest in such Commercial Tort Claim to secure the Obligations. Seller authorizes FGI to file (without Seller’s signature) initial financing statements or amendments, as FGI deems necessary to perfect its security interest in the Commercial Tort Claim. (x) Seller shall provide FGI with written notice of any letters of credit for which Seller is the beneficiary. Seller shall execute and deliver (or cause to be executed or delivered) to FGI, all documents and agreements as FGI may require in order to obtain and perfect its security interest in such Letter of Credit Rights. (y) Seller shall not engage in any transaction or series of related transactions pursuant to which (A) a Person or group of Persons acquire (i) voting securities of Seller constituting greater than 50% of the issued and outstanding voting securities of Seller and/or entitling such Person(s) to elect a majority of Seller’s board of directors or similar governing body (whether by merger, consolidation, recapitalization, division, conversion or otherwise) or (ii) all or substantially all of the Seller’s assets determined on a consolidated basis, or (B) Seller is dissolved or liquidated or otherwise ceases to be in existence in the form as of the date hereof. (z) Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, Seller shall not become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future Indebtedness of any kind of any Person. (aa) Seller shall not: (i) declare or pay or make any forms of distribution or dividend to holders of Seller’s capital stock, membership interest or other equity interest; (ii) declare or pay any bonus compensation to its officers if an Event of Default exists or would result from the payment thereof; or (iii) hereafter incur or become liable for any indebtedness other than (A) indebtedness secured solely by equipment owned by Seller as of the date of this Agreement or indebtedness incurred to finance the acquisition of any other equipment secured solely by such equipment, provided the aggregate amount of indebtedness incurred under this clause (A) shall not exceed $800,000 in the aggregate and or (B) any other indebtedness incurred by Seller with the prior written consent of FGI (which consent will not be unreasonably withheld, delayed or conditioned). (bb) Seller shall not make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person. (cc) Seller shall not use FGI’s name in connection with any of its business operations. Nothing herein contained is intended to permit or authorize Seller to make any contract on behalf of FGI. (dd) Seller shall not become or be a party to any contract or agreement which at the time of becoming a party to such contract or agreement materially impairs Seller’s ability to perform under this Agreement, or under any other instrument, agreement or document to which Seller is a party or by which it is or may be bound. (ee) Seller shall not amend any license agreements with respect to Inventory without the prior written consent of FGI and which consent shall not be unreasonably withheld or delayed.

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s principals, represent, warrant and covenant covenant, jointly and severally, to FGI that: (a) Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organizationregistered Person, is duly organized, validly existing and in good standing under the laws of the state State of its incorporation or organization Delaware and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller’s articles of incorporation incorporation, articles of organization, bylaws, operating agreement, partnership agreement or organization or bylaws or other organizational documents and does not and will not constitute any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) The Seller has all requisite power and authority to enter into and perform this Agreement, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and other documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. (d) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account Foreign Accounts described thereon and that upon FGI’s acceptance of each Purchased Account; it FGI shall become the sole owner and holder of such Purchased Account(s). (e) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Foreign Accounts to anyone other than FGI. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file that have been disclosed in writing by Seller to FGI as reflected or otherwise specifically listed on the attached Schedule 4(e)) attached hereto. Seller will not execute any security agreement or authorize the filing of any financing statement in favor of any other Person, except FGI, during the Term of this agreementAgreement. (f) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty no greater than sixty (3060) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor’s business is solvent to the best of Seller’s knowledge. (g) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI for FGI or prior to the date it is to be paid. Seller shall inform FGI, in writing, immediately upon learning that there exists any Foreign Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval consent of FGI. On the first business day of each calendar week, Seller shall provide to FGI for each Account Debtor who is indebted on a Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Accounts and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or in FGI’s sole and exclusive discretion, FGI may accept the issuance of a Credit Memo and apply same to Seller’s Required the Reserve Account. (h) Seller’s address, as set forth in any Application submitted to FGI, is Seller’s mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGI. (i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGI. Seller shall furnish FGI, upon request, such information and statements, as FGI shall request from time to time and at any time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the 30th thirtieth (30th) day of each month, unaudited financial statements with respect to the prior month and, within ninety one hundred and twenty (90120) days after the end of each of Seller’s fiscal years, annual financial statements and such certificates relating to the foregoing as FGI may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events that no Event of Default have exists or if an Event of Default has occurred and stating in detail the nature of the Events Event(s) of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Foreign Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has and will file all tax returns required to be filed in any jurisdiction where Seller conducts business and Seller has paid and will pay all taxes and governmental charges (including taxes and charges imposed with respect to sale of Goods or provision of services) and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) There are no existing lawsuits against Seller involving amounts greater than $50,000 and Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.0050,000, and (ii) any attachment or any other legal process levied against Seller. (l) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI in writing which could materially adversely affect the properties, business or business, financial condition or prospects of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) Seller does business under no trade or assumed names except as indicated below:other than specifically listed on Schedule 4(n) attached hereto. (o) Any invoice or written communication that is issued by Seller to FGI by facsimile transmission is a duplicate of the original. (p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI shall be authentic and genuine. (q) Seller has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (r) After giving effect to the transactions contemplated under this Agreement, Seller is solvent, is able to pay its debts as they become due, and has capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns property having a value both at fair valuation and at present fair salable value greater than the amount required to pay Seller’s debts. Seller will not be rendered insolvent by the execution and delivery of this Agreement or by the transactions contemplated hereunder or thereunder. (s) Seller shall continue in the business presently operated by it using its best efforts to maintain its customers and goodwill. (t) Seller shall deliver written notice to FGI promptly upon becoming aware of the existence of (i) any condition or event which constitutes an Event of Default under this Agreement, specifying the nature and period of existence thereof and what action Seller is taking (and proposes to take) with respect thereto or (ii) notice of default, oral or written, given to Seller by any creditor for indebtedness for borrowed money in excess of $10,000. (u) Seller shall permit any of FGI’s officers or other representatives to visit and inspect upon reasonable notice during business hours any of the locations of Seller, to examine and audit all of Seller’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants all at Seller’s expense at the standard rates charged by FGI for such activities, plus FGI’s reasonable out-of-pocket expenses. (v) Seller agrees that immediately upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a material adverse effect the properties, business, financial condition or prospects of Seller it shall give to FGI telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to FGI on the same day such verbal communication is made or the next business day thereafter. (w) Seller will immediately notify FGI in writing in the event that Seller becomes a party to or obtains any rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. Seller shall execute and deliver to FGI all documents and/or agreements necessary to grant FGI a security interest in such Commercial Tort Claim to secure the Obligations. Seller authorizes FGI to file (without Seller’s signature) initial financing statements or amendments, as FGI deems necessary to perfect its security interest in the Commercial Tort Claim. (x) Seller shall provide FGI with written notice of any letters of credit for which Seller is the beneficiary. Seller shall execute and deliver (or cause to be executed or delivered) to FGI, all documents and agreements as FGI may require in order to obtain and perfect its security interest in such Letter of Credit Rights. (y) Without FGI’s prior written approval , seller shall not engage in any transaction or series of related transactions pursuant to which (A) a Person or group of Persons acquire (i) voting securities of Seller constituting greater than 50% of the issued and outstanding voting securities of Seller and/or entitling such Person(s) to elect a majority of Seller’s board of directors or similar governing body (whether by merger, consolidation, recapitalization, division, conversion or otherwise) or (ii) all or substantially all of the Seller’s assets determined on a consolidated basis, or (B) Seller is dissolved or liquidated or otherwise ceases to be in existence in the form as of the date hereof. (z) Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, Seller shall not become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future Indebtedness of any kind of any Person. (aa) Seller shall not: (i) declare or pay or make any forms of distribution or dividend to holders of Seller’s capital stock, membership interest or other equity interest; (ii) declare or pay any bonus compensation to its officers if an Event of Default exists or would result from the payment thereof; or (iii) hereafter incur or become liable for any indebtedness. (bb) Seller shall not make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person. (cc) Seller shall not use FGI’s name in connection with any of its business operations. Nothing herein contained is intended to permit or authorize Seller to make any contract on behalf of FGI. (dd) Seller shall not become or be a party to any contract or agreement which at the time of becoming a party to such contract or agreement materially impairs Seller’s ability to perform under this Agreement, or under any other instrument, agreement or document to which Seller is a party or by which it is or may be bound. (ee) No Seller shall mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of FGI) with any Person that prohibits or has the effect of prohibiting such Seller from mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of such Seller’s Intellectual Property; provided, however, that a Sellers may grant non-exclusive licenses with respect to their respective Intellectual Property or in connection with joint ventures and corporate collaborations.

SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller’s principals, represent, warrant and covenant covenant, jointly and severally, to FGI that: (a) Seller is either a corporation, limited liability company, limited partnership or other form of Registered Organizationregistered Person, is duly organized, validly existing and in good standing under the laws of the state State of its incorporation or organization New Jersey and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller’s articles of incorporation incorporation, articles of organization, bylaws, operating agreement, partnership agreement or organization or bylaws or other organizational documents and does not and will not constitute any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) The Seller has all requisite power and authority to enter into and perform this Agreement, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and other documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally, and subject to general principals of equity, regardless of whether considered in a proceeding at law or in equity. (d) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account Accounts described thereon and that upon FGI’s acceptance of each Purchased Account; it , FGI shall become the sole owner and holder of such Purchased Account(s). (e) No Purchased Account shall have been previously sold or transferred or be subject to any lienLien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGI. There are no financing statements Financing Statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements Financing Slatement(s) filed or to be filed in respect of this Agreement or those statements Financing Statements now on file that have been disclosed in writing by Seller to FGI as reflected specifically listed on the attached Schedule 4(e)) attached hereto. Seller will not execute any financing statement security agreement or authorize the filing of any Financing Statement in favor of any other Person, except FGI, during the Term of this agreementAgreement. (f) The amount of each Purchased Account is due and owing to Seller and represents an accurate statement of a bona fide sale, delivery and acceptance of Goods or performance of service by Seller to or for an Account Debtor. The terms for payment of Purchased Accounts are thirty no greater than ninety (3090) days from date of invoice and the payment of such Purchased Accounts is not contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. , Each Account Debtor’s business is solvent to the best of Seller’s knowledge. (g) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI for FGI or prior to the date it is to be paid. Seller shall inform FGI, in writing, immediately upon learning that there exists any Account, which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor without notice to and the prior written approval consent of FGI. On the first Business Day of each calendar week, Seller shall provide to FGI for each Account Debtor who is indebted on a Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Accounts and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or in FGI’s sole and exclusive discretion, FGI may accept the issuance of a Credit Memo credit memo and apply same to Seller’s Required the Reserve Account. (h) Seller’s address, as set forth in any Application submitted to FGI, is Seller’s mailing address, its chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are maintained which shall not be changed without giving thirty (30) days prior written notice to FGI. (i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts to FGI. Seller shall furnish FGI, upon request, such information and statements, as FGI shall request from time to time and at any time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the 30th thirtieth (30th) day of each month, unaudited financial statements with respect to the prior month and, within ninety (90) days after the end of each of Seller’s fiscal years, annual financial statements and such certificates relating to the foregoing as FGI may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events that no Event of Default have exists or if an Event of Default has occurred and stating in detail the nature of the Events Event(s) of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has and will Tile all tax returns required to be filed in any jurisdiction where Seller conducts business and Seller has paid and will pay all taxes and governmental charges (including taxes and charges imposed with respect to sale of Goods or provision of services) and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) There are no existing lawsuits against Seller involving amounts greater than $50,000 and Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $10,000.0050,000, and (ii) any attachment or any other legal process levied against Seller. (lI) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI in writing which could materially adversely affect the properties, business or business, financial condition or prospects of Seller, or any of the Purchased Accounts or Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) Seller does business under no trade or assumed names except as indicated below:other than specifically listed on Schedule 4(n) attached hereto. (o) Any invoice or written communication that is issued by Seller to FGI by facsimile transmission is a duplicate of the original. (p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to FGI shall be authentic and genuine. (q) Seller has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its property and for the conduct of its business. (r) After giving effect to the transactions contemplated under this Agreement, Seller is solvent, is able to pay its debts as they become due, and has capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns property having a value both at fair valuation and at present fair salable value greater than the amount required to pay Seller’s debts. Seller will not be rendered insolvent by the execution and delivery of this Agreement or by the transactions contemplated hereunder or thereunder. (s) Seller shall continue in the business presently operated by it using its best efforts to maintain its customers and goodwill. (t) Seller shall deliver written notice to FGI promptly upon becoming aware of the existence of (i) any condition or event which constitutes an Event of Default under this Agreement, specifying the nature and period of existence thereof and what action Seller is taking (and proposes to take) with respect thereto or (ii) notice of default, oral or written, given to Seller by any creditor for indebtedness for borrowed money in excess of $25,000. (u) Seller shall permit any of FGP's officers or other representatives to visit and inspect upon reasonable notice during business hours any of the locations of Seller, to examine and audit all of Seller’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants all at Seller’s expense at the standard rates charged by FGI for such activities, plus FGI’s reasonable out-of-pocket expenses. (v) Seller agrees that immediately upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a material adverse effect the properties, business, financial condition or prospects of Seller it shall give to FGI telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to FGI on the same day such verbal communication is made or the next Business Day thereafter. (w) Seller will immediately notify FGI in writing in the event that Seller becomes a party to or obtains any rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. Seller shall execute and deliver to FG! all documents and/or agreements necessary to grant FGI a Security Interest in such Commercial Tort Claim to secure the Obligations. Seller authorizes FGI to file (without Seller’s signature) initial Financing Statements or amendments, as FGI deems necessary to perfect its security interest in the Commercial Tort Claim. (x) Seller shall provide FGI with written notice of any Letters of Credit for which Seller is the beneficiary. Seller shall execute and deliver (or cause to be executed or delivered) to FGI, all documents and agreements as FGI may require in order to obtain and perfect its security interest in such Letter of Credit Rights. (y) Seller shall not engage in any transaction or series of related transactions pursuant to which (A) a Person or group of Persons acquire (i) voting securities of Seller constituting greater than 50% of the issued and outstanding voting securities of Seller and/or entitling such Person(s) to elect a majority of Seller’s board of directors or similar governing body (whether by merger, consolidation, recapitalization, division, conversion or otherwise) without the consent of FGI and which consent shall not be unreasonably withheld or delayed or (ii) all or substantially all of the Seller’s assets determined on a consolidated basis, or (B) Seller is dissolved or liquidated or otherwise ceases to be in existence in the form as of the date hereof. (z) Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, Seller shall not become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future Indebtedness of any kind of any Person. (aa) Seller shall not: (i) declare or pay or make any forms of distribution or dividend to holders of Seller’s capital stock, membership interest or other equity interest; (ii) declare or pay any bonus compensation to its officers if an Event of Default exists or would result from the payment thereof; or (iii) hereafter incur or become liable for any indebtedness. (bb) Seller shall not make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person, except vendors in the regular course of business, without prior written approval of FGI. (cc) Seller shall not use FGI’s name in connection with any of its business operations. Nothing herein contained is intended to permit or authorize Seller to make any contract on behalf of FGI. (dd) Seller shall not become or be a party to any contract or agreement which at the time of becoming a party to such contract or agreement materially impairs Seller’s ability to perform under this Agreement, or under any other instrument, agreement or document to which Seller is a party or by which it is or may be bound. (ee) Seller shall not amend any license agreements with respect to Inventory without the prior written consent of FGI and which consent shall not be unreasonably withheld or delayed. (ff) Seller, New Seller and PubCo shall have provided FGI with all documentation and information in connection with the Transaction, all in form and substance satisfactory to FGI.