THE APPLICABLE SCHEDULE AND IS NOT IN DISPUTE;
(C)
THE PAYMENT OF EACH PURCHASED RECEIVABLE IS
NOT CONTINGENT UPON THE FULFILLMENT OF ANY OBLIGATION OR CONTRACT, AND ANY AND
ALL OBLIGATIONS REQUIRED OF THE SELLER HAVE BEEN FULFILLED AS OF THE APPLICABLE
PURCHASE DATE;
(D)
SUCH PURCHASED RECEIVABLE IS BASED ON AN
ACTUAL SALE AND DELIVERY OF GOODS AND/OR SERVICES ACTUALLY RENDERED, IS DUE NO
LATER THAN THE APPLICABLE DUE DATE AND IS OWING TO SELLER, IS NOT PAST DUE OR IN
DEFAULT, HAS NOT BEEN PREVIOUSLY SOLD, ASSIGNED, TRANSFERRED, OR PLEDGED, AND IS
FREE OF ANY AND ALL LIENS, SECURITY INTERESTS AND ENCUMBRANCES OTHER THAN LIENS,
SECURITY INTERESTS OR ENCUMBRANCES IN FAVOR OF BUYER OR ANY OTHER DIVISION OR
AFFILIATE OF SILICON VALLEY BANK;
(E)
THERE ARE NO DEFENSES, OFFSETS, OR
COUNTERCLAIMS AGAINST SUCH PURCHASED RECEIVABLE, AND NO AGREEMENT HAS BEEN MADE
UNDER WHICH THE ACCOUNT DEBTOR MAY CLAIM ANY DEDUCTION OR DISCOUNT, EXCEPT AS
OTHERWISE STATED ON THE APPLICABLE SCHEDULE;
(F)
SELLER AND, TO SELLER'S KNOWLEDGE, EACH
ACCOUNT DEBTOR SET FORTH ON THE APPLICABLE SCHEDULE WITH RESPECT TO SUCH
PURCHASED RECEIVABLE, IS NOT INSOLVENT AS THAT TERM IS DEFINED IN THE UNITED
STATES BANKRUPTCY CODE AND THE MASSACHUSETTS UNIFORM COMMERCIAL CODE, AND NO
SUCH ACCOUNT DEBTOR, TO THE KNOWLEDGE OF SELLER, HAS FILED OR HAD FILED AGAINST
IT A VOLUNTARY OR INVOLUNTARY PETITION FOR RELIEF UNDER THE UNITED STATES
BANKRUPTCY CODE; AND
(G)
NO ACCOUNT DEBTOR SET FORTH ON THE
APPLICABLE SCHEDULE WITH RESPECT TO SUCH PURCHASED RECEIVABLE HAS OBJECTED TO
THE PAYMENT FOR, OR THE QUALITY OR THE QUANTITY OF THE SUBJECT MATTER OF, THE
PURCHASED RECEIVABLE, EACH SUCH ACCOUNT DEBTOR IS LIABLE FOR THE AMOUNT SET
FORTH ON SUCH SCHEDULE.
6.2
ADDITIONAL WARRANTIES, REPRESENTATIONS AND
COVENANTS.
IN ADDITION TO THE FOREGOING WARRANTIES, REPRESENTATIONS AND
COVENANTS, TO INDUCE BUYER TO BUY THE PURCHASED RECEIVABLES, SELLER HEREBY
REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT:
5
(A)
SELLER WILL NOT ASSIGN, TRANSFER, SELL, OR
GRANT, OR PERMIT ANY LIEN OR SECURITY INTEREST IN ANY PURCHASED RECEIVABLES TO
OR IN FAVOR OF ANY OTHER PARTY, WITHOUT BUYER'S PRIOR WRITTEN CONSENT.
(B)
THE SELLER'S NAME, FORM OF ORGANIZATION,
CHIEF EXECUTIVE OFFICE, AND THE PLACE WHERE THE RECORDS CONCERNING ALL PURCHASED
RECEIVABLES ARE KEPT IS SET FORTH AT THE BEGINNING OF THIS AGREEMENT OR, IF
LOCATED AT ANY ADDITIONAL LOCATION, AS SET FORTH ON A SCHEDULE ATTACHED TO THIS
AGREEMENT, AND SELLER WILL GIVE BUYER AT LEAST 10 DAYS PRIOR WRITTEN NOTICE IF
SUCH NAME, ORGANIZATION, CHIEF EXECUTIVE OFFICE OR RECORDS CONCERNING PURCHASED
RECEIVABLES IS CHANGED OR ADDED AND SHALL EXECUTE ANY DOCUMENTS NECESSARY TO
PERFECT BUYER'S INTEREST IN THE PURCHASED RECEIVABLES.
(C)
SELLER SHALL (I) PAY ALL OF ITS NORMAL
GROSS PAYROLL FOR EMPLOYEES, AND ALL FEDERAL AND STATE TAXES, AS AND WHEN DUE,
INCLUDING WITHOUT LIMITATION ALL PAYROLL AND WITHHOLDING TAXES AND STATE SALES
TAXES; (II) DELIVER AT ANY TIME AND FROM TIME TO TIME AT BUYER'S REQUEST,
EVIDENCE SATISFACTORY TO BUYER THAT ALL SUCH AMOUNTS HAVE BEEN PAID TO