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each schedule, upon request of Bank, copies of manufacturers' or
customers' invoices or the equivalent, and original shipping or delivery
receipts for all Inventory or merchandise sold, together with such other
documents as Bank may require.
2. Debtor warrants, covenants and agrees in connection
with each and every Receivable covered by this Agreement that: (i)
it constitutes a current account or arising under and existing, binding
contract, is not evidenced by a judgment as has been assigned, and such
instrument or chattel paper (except such judgment as has been assigned,
and such instrument- or chattel paper as has been endorsed and delivered
to.Bank), and represents a bona fide completed transaction; (ii) the
amount shown on Debtor's books and on any schedule, invoice or sta~e-
mEnt delivered to Bank is owing to Debtor; (iii) the title of Debtor
to the account and to any goods is absolute, except as against the
purchaser; (iv) the account has not been transferred to any other
person, and no person except Debtor has any claim to the goods, with
the sole exception of purchaser; (v) no partial payment has been made
by anyone; (vi) no setoff or counterclaim to the account exists;
(vii) no agreement has been made with any person under which any de-
duction or discount may be claimed, except regular discounts allowed
by Debtor for prompt payments; and (viii) it will furnish to Bank at
-the time of each borrowing and at such other intervals as Bank may
perscribe a Debtors certificate (in form as Bank from time to time
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specifies or requires) showing the aggregrate eligible receivables.
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3. Debtor warrants, covenants and agrees in connection with
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~ the Inventory covered by this Agreement that Debtor: (i) is and will
be the absolute owner of the Inventory, free and clear of all encumbrances
~ and security interests other than that of the Bank; (ii) will sell
Inventory only in the ordinary course of business; (iii) will furnish
to Bank at the time of each borrowing, and at such other intervals as
Bank may prescribe, a Debtor's certificate (in form as Bank from time
to time specifies or requires) showing the aggregate cost and whole-
sale market value of the Inventory; (iv) will keep accurate and complete
records of the Inventory; (v) will pay and discharge when due all
• taxes, levies and other charges on the Inventory and on account of
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or in connection with Debtor's liabilities, notes or other obligations
secured by this Agreement, and this Agreer.,ent, including documentary
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