Common use of Account Warranties and Representations Clause in Contracts

Account Warranties and Representations. With respect to its Accounts, Pledgor warrants and represents to the Secured Party and the Lenders that they may rely on all statements or representations made by Pledgor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, that: (A) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They are genuine, are in all material respects what they purport to be, are not evidenced by a judgment instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (C) They cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgor, in the ordinary course of business; (D) Each Account is actually and absolutely owing to Pledgor in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. (E) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, except those of the Secured Party and those removed or terminated prior to the date hereof; (F) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be owned by Pledgor free and clear of any liens, claims or encumbrances except Permitted Liens; and (G) Secured Party's security interest therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) above.

Account Warranties and Representations. With respect to its Accounts, Pledgor Each Borrower warrants and represents to the Secured Party Agent and the Lenders each Lender that they such Agent and such Lender may rely on all statements or statements, warranties and representations made by Pledgor such Borrower on or with respect to any Schedule of Accounts prepared and delivered by Pledgor Inventory Report and, unless otherwise indicated in writing by Pledgorsuch Borrower, that: (A) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They Such Borrower’s Accounts are genuine, are in all material respects what they purport to be, are not evidenced by reduced to a judgment instrument or document orand, if evidenced by an instrument any instrument, item of chattel paper, agreement, contract or documentdocuments, are only evidenced by only one executed original instrument instrument, item of chattel paper, agreement, contract or document, which original has been endorsed and delivered to Agent; (B) Such Borrower’s Accounts represent undisputed, bona fide transactions completed in accordance with the Secured Partyterms and provisions contained in any related documents; (C) They cover the bona fide rendition of servicesThe amounts shown on any Accounts and Inventory Report, and all invoices and statements delivered to Agent with respect to any Account, are actually and absolutely owing to such Borrower and are not contingent for any reason; (D) Except as may be disclosed on such Accounts and Inventory Report, there are no setoffs, counterclaims or the bona fide sales disputes existing or asserted with respect to any Accounts included on an Accounts and deliveries of Inventory usually dealt in Report, and such Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Pledgor, such Borrower in the ordinary course of business; (D) Each Account is actually its business for prompt payment, which discounts and absolutely owing allowances have been disclosed to Pledgor Agent and are reflected in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts calculation of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of invoice related to such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.; (E) The goods To the best of such Borrower’s knowledge, there are no facts, events or services giving rise thereto are notoccurrences which in any way impair the validity or enforcement of any of the Accounts or tend to reduce the amount payable thereunder from the amount of the invoice shown on any Accounts and Inventory Report, and were not at the time of the sale or performance thereofon all contracts, subject invoices and statements delivered to any lien, claim, encumbrance or security interest, except those of the Secured Party and those removed or terminated prior to the date hereofAgent with respect thereto; (F) They have not been pledged To the best of such Borrower’s knowledge, all Account Debtors are Solvent and had the capacity to contract at the time any Person contract or other than document giving rise to Secured Party under this Security Agreement and will be owned by Pledgor free and clear of any liens, claims or encumbrances except Permitted Liensevidencing the Accounts was executed; and (G) Secured Party's security interest therein will not be subject to To the best of such Borrower’s knowledge, there are no proceedings or actions which are threatened in writing or pending against any offset, deduction, counterclaim, lien Account Debtor which might result in any material adverse change in such Account Debtor’s financial or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) above.

Account Warranties and Representations. With respect to its Accountsaccounts, Pledgor the Grantor warrants and represents to the Secured Party and Parties that the Lenders that they Secured Parties may rely on all statements or representations made by Pledgor Grantor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, it and that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company GuarantyChief Executive Office; (Bb) They All accounts are genuine, are in all material respects what they purport to be, are not evidenced by a judgment an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (Cc) They All accounts cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory inventory usually dealt in by PledgorGrantor, or the rendition by Grantor of services, to an Account Debtor in the ordinary course of businessbusiness or as permitted by the Purchase Agreement; (Dd) Each Account is actually and absolutely owing to Pledgor in The amounts of the face value thereof, is valid and enforceable against shown on any Schedule of Accounts or invoice statement delivered to the applicable Account Debtor, and is not subject Secured Parties with respect to any account, are actually owing to Grantor and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims, counterclaims or disputes of any kind or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor description in an amount greater than $10,000 in the ordinary course of Pledgor's business aggregate for all Account Debtors, or greater than $2,500 individually, existing or asserted with respect thereto and consistent Grantor has not made any agreement with past practicesany Account Debtor thereunder for any deduction therefrom, and (ii) except as is reflected by reserves and reductions in the may be stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and reflected in the calculation of the face value of each respective invoice related thereto; (e) Except for conditions generally applicable to Grantor's industry and markets, there are no facts, events, or occurrences known to Grantor pertaining particularly to any accounts which are reasonably expected to materially impair in any report way the validity, collectibility or certificate including financial information regarding such Account furnished enforcement of accounts that would reasonably be likely, in the aggregate, to be of material economic value, or in the aggregate materially reduce the amount payable thereunder from the amount of the invoice face value shown on any Schedule of Accounts, and on all contracts, invoices and statements delivered to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.Parties, with respect thereto; (Ef) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, except those of the Secured Party Parties and those removed or terminated prior to the date hereof; (Fg) They Its accounts have not been pledged to any Person other than to the Secured Party Parties under this Security Agreement and will be owned by Pledgor Grantor free and clear of any liens, claims claims, encumbrances or encumbrances except Permitted Liens; andsecurity interests; (Gh) The Secured Party's Parties' security interest therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition, other ; and (i) The Grantor shall deliver to the Secured Parties written notice not less than Permitted Liens 30 days prior to any change of the location of the Chief Executive Office or as is consistent with Section 8(D) abovestatus of places of business or residency.

Account Warranties and Representations. With respect to its Accounts, Pledgor Each Borrower warrants and represents to the Secured Party Agent and the Lenders each Lender that they such Agent and such Lender may rely on all statements or statements, warranties and representations made by Pledgor such Borrower on or with respect to any Schedule of Accounts prepared and delivered by Pledgor Inventory Report and, unless otherwise indicated in writing by Pledgorsuch Borrower, that: (A) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They Such Borrower’s Accounts are genuine, are in all material respects what they purport to be, are not evidenced by reduced to a judgment instrument or document orand, if evidenced by an instrument any instrument, item of chattel paper, agreement, contract or documentdocuments, are only evidenced by only one executed original instrument instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Agent; (B) Such Borrower’s Accounts represent undisputed, bona fide transactions completed in accordance with the Secured Partyterms and provisions contained in any related documents; (C) They cover the bona fide rendition of servicesThe amounts shown on any Accounts and Inventory Report, and all invoices and statements delivered to Agent with respect to any Account, are actually and absolutely owing to such Borrower and are not contingent for any reason; (D) Except as may be disclosed on such Accounts and Inventory Report, there are no setoffs, counterclaims or the bona fide sales disputes existing or asserted with respect to any Accounts included on an Accounts and deliveries of Inventory usually dealt in Report, and such Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Pledgor, such Borrower in the ordinary course of business; (D) Each Account is actually its business for prompt payment, which discounts and absolutely owing allowances have been disclosed to Pledgor Agent and are reflected in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts calculation of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of invoice related to such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.; (E) The goods To the best of such Borrower’s knowledge, there are no facts, events or services giving rise thereto are notoccurrences which in any way impair the validity or enforcement of any of the Accounts or tend to reduce the amount payable thereunder from the amount of the invoice shown on any Accounts and Inventory Report, and were not at the time of the sale or performance thereofon all contracts, subject invoices and statements delivered to any lien, claim, encumbrance or security interest, except those of the Secured Party and those removed or terminated prior to the date hereofAgent with respect thereto; (F) They have not been pledged To the best of such Borrower’s knowledge, all Account Debtors are Solvent and had the capacity to contract at the time any Person contract or other than document giving rise to Secured Party under this Security Agreement and will be owned by Pledgor free and clear of any liens, claims or encumbrances except Permitted Liensevidencing the Accounts was executed; and (G) Secured Party's security interest therein will not be subject to To the best of such Borrower’s knowledge, there are no proceedings or actions which are threatened in writing or pending against any offset, deduction, counterclaim, lien Account Debtor which might result in any material adverse change in such Account Debtor’s financial or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) above.

Account Warranties and Representations. With respect to its Accounts, Pledgor Borrower represents and warrants and represents to the Secured Party and the Lenders Lender that they Lender may rely rely, in determining which Accounts listed on any Schedule of Accounts are Eligible Accounts, on all statements or representations made by Pledgor Borrower on or with respect to any such Schedule of Accounts prepared and delivered by Pledgor Accounts, and, unless otherwise indicated in writing by PledgorBorrower, that: that each Account listed on the Schedule of Accounts: (Aa) All will cover a bona fide sale and delivery of Inventory usually dealt in by Borrower, or the rendition by Borrower of services, to an Account Records Debtor in the ordinary course of business; (b) will be genuine and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They are genuine, are in all material respects what they purport it purports to be, are will not evidenced by a judgment instrument or document or, if be evidenced by an instrument or document, are or if so, will be only evidenced by one original instrument or document, document which has been duly delivered to the Secured Party; Lender; (Cc) They cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgor, in the ordinary course of business; (D) Each Account is actually and absolutely owing to Pledgor in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) will be for a liquidated amount maturing as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. duplicate invoice covering said sale; (Ed) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, except those of the Secured Party and those removed or terminated prior to the date hereof; (F) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be owned by Pledgor free and clear of any liens, claims or encumbrances except Permitted Liens; and (G) Secured PartyLender's security interest therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition; (e) there are no discounts, other than allowances, claims, setoffs, counterclaims or disputes of any kind or description existing or asserted with respect thereto except as may be stated in the Schedule of Accounts and in the duplicate invoice covering said sale; (f) there are, to Borrower's knowledge, no facts, events or occurrences which would in any way impair the validity or enforcement thereof; (g) the goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any lien, claim, encumbrance or security interest except those held by Lender and Permitted Liens Liens; and (h) to Borrower's knowledge, each Person obligated on an Account is Solvent and will continue to be fully able to pay all Accounts on which it is obligated in full when due. If any warranty is breached as to any Account, or as if any Account is consistent with Section 8(Dnot paid in full within ninety (90) abovedays after its due date or one hundred twenty (120) days after its invoice date, then Lender may deem such Account to be an ineligible Account, but Lender shall retain its security interest in all Accounts, eligible and ineligible, until all Obligations to Lender have been paid and satisfied in full.

Account Warranties and Representations. With respect to its Accountsaccounts, Pledgor Grantor represents and warrants and represents to the Collateral Agent (for the benefit of the Secured Party and Parties) that the Lenders that they Collateral Agent may rely on all statements or representations made by Pledgor Grantor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, it and that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company GuarantyChief Executive Office; (Bb) They All accounts are genuine, are in all material respects what they purport to be, are not evidenced by a judgment an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (Cc) They All accounts cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory inventory usually dealt in by PledgorGrantor, or the rendition by Grantor of services, to an Account Debtor in the ordinary course of business; (Dd) Each Account is actually and absolutely owing to Pledgor in The amounts of the face value thereof, is valid and enforceable against shown on any Schedule of Accounts or invoice statement delivered to the applicable Account Debtor, and is not subject Collateral Agent with respect to any account, are actually owing to Grantor and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims, counterclaims or disputes of any kind or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor description in an amount greater than $100,000 in the ordinary course of Pledgor's business aggregate for all Account Debtors, or greater than $50,000 individually, existing or asserted with respect thereto and consistent Grantor has not made any agreement with past practicesany Account Debtor thereunder for any deduction therefrom, and (ii) except as is reflected by reserves and reductions in the may be stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and reflected in the calculation of the face value of each respective invoice related thereto; (e) Except for conditions generally applicable to Grantor's industry and markets, there are no facts, events, or occurrences known to Grantor pertaining particularly to any accounts which are reasonably expected to materially impair in any report way the validity, collectibility or certificate including financial information regarding such Account furnished enforcement of accounts that would reasonably be likely, in the aggregate, to be of material economic value, or in the aggregate materially reduce the amount payable thereunder from the amount of the invoice face value shown on any Schedule of Accounts, and on all contracts, invoices and statements delivered to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.Collateral Agent, with respect thereto; (Ef) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interestLien, except those of the Collateral Agent (for the benefit of the Secured Party Parties), Permitted Liens, and those removed or terminated prior to the date hereof; (Fg) They Its accounts have not been pledged to any Person other than to the Collateral Agent (for the benefit of the Secured Party Parties) under this Security Agreement and will be owned by Pledgor Grantor free and clear of any liens, claims or encumbrances except Permitted Liens; and (Gh) Secured Party's The security interest of the Collateral Agent (for the benefit of the Secured Parties) therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) above.

Account Warranties and Representations. With respect to its Accounts, Pledgor each Borrower represents and warrants and represents to the Secured Party and the Lenders Lender that they Lender may rely rely, in determining which Accounts listed on any Schedule of Accounts are Eligible Accounts, on all statements or representations made by Pledgor either Borrower on or with respect to any such Schedule of Accounts prepared and delivered by Pledgor Accounts, and, unless otherwise indicated in writing by Pledgoreither Borrower, that: that each Account listed on the Schedule of Accounts: (Aa) All will be owned by such Borrower free and clear of any liens, claims or encumbrances except those in favor of Lender and will cover a bona fide sale and delivery of Inventory usually dealt in by such Borrower, or the rendition by such Borrower of services, to an Account Records Debtor in the ordinary course of business; (b) will be genuine and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They are genuine, are in all material respects what they purport it purports to be, are will not evidenced by a judgment instrument or document or, if be evidenced by an instrument or document, are or if so, will only be evidenced by one original instrument or document, document which has been duly delivered to the Secured Party; Lender; (Cc) They cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgor, in the ordinary course of business; (D) Each Account is actually and absolutely owing to Pledgor in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) will be for a liquidated amount maturing as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in the duplicate invoice covering said sale; (d) there are no discounts, allowances, claims, setoffs, counterclaims or disputes of any report kind or certificate including financial information regarding such Account furnished description existing or asserted with respect thereto except as may be stated in the Schedule of Accounts and in the duplicate invoice covering said sale; (e) there are, to the Secured Party pursuant to best of such Borrower’s knowledge, no facts, events or occurrences which would in any way impair the Loan Documents validity or enforcement thereof; (f) the ESOP Loan Documents. (E) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, interest except those of the Secured Party held by Lender; and those removed or terminated prior (g) to the date hereof; (F) They have not been pledged best of such Borrower’s knowledge, each Person obligated on an Account is Solvent and will continue to be fully able to pay all Accounts on which it is obligated in full when due. If any warranty is breached as to any Person other than to Secured Party under this Security Agreement and will be owned Account, or if any Account is not paid in full within ninety (90) days of its invoice date, then Lender may deem ineligible any or all Accounts owing by Pledgor free and clear of any liensthat Account Debtor, claims or encumbrances except Permitted Liens; and (G) Secured Party's but Lender shall retain its security interest therein will not be subject in all Accounts, eligible and ineligible, until all Obligations of Borrowers to any offset, deduction, counterclaim, lien or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) aboveLender have been paid and satisfied in full.

Account Warranties and Representations. With respect to its Accounts, Pledgor each Loan Party warrants and represents to the Secured Party and the Lenders Lender that they Lender may rely rely, in determining which Accounts listed on any schedule of Accounts are Eligible Accounts, on all statements or representations made by Pledgor any Loan Party on or with respect to any Schedule of Accounts prepared and delivered by Pledgor such schedule and, unless otherwise indicated in writing by Pledgorsuch Loan Party, that: (A) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (Ba) They are genuine, are in all material respects what they purport to be, are not evidenced by a judgment instrument or document or, if and are evidenced by an instrument executed original instruments, agreements, contracts, or document, are only evidenced by one original instrument or documentdocuments, which has been will be delivered to the Secured PartyLender upon request therefor; (Cb) They cover the represent undisputed bona fide rendition transactions completed in accordance with the terms and provisions contained in any documents related thereto; (c) The face amounts shown on any schedule of servicesAccounts provided to Lender and all invoices and statements delivered to Lender with respect to any Account are actually and absolutely owing to a Loan Party and are not contingent for any reason; (d) To the best knowledge of the Loan Parties' executive officers, there are no setoffs, counterclaims or the bona fide sales disputes existing or asserted with respect thereto and deliveries of Inventory usually dealt in no Loan Party has made any agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances allowed by Pledgor, such Loan Party in the ordinary course of businessits business for prompt payment, all of which discounts and allowances are either (i) reflected in the calculation of the face amount of the invoices to which such discounts or allowances relate or (ii) evidenced on a general ledger account of such Loan Party; (De) Each To the best knowledge of the Loan Parties' executive officers, there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the invoice face amount shown on any schedule of Accounts and on all contracts, invoices and statements delivered to Lender with respect thereto; (f) To the best knowledge of the Loan Parties' executive officers, all Account is actually Debtors thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and absolutely owing to Pledgor in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is (ii) are Solvent; (g) They are not subject to any setoffsLiens, discounts, allowances, claims, counterclaims, disputes except for Permitted Liens; (h) No executive officer of any Loan Party has knowledge of any fact or doubtful collectibility except circumstance which would impair the validity or collectability thereof; (i) as is customary for Accounts To the best knowledge of the type represented by such Loan Parties' executive officers, there are no proceedings or actions which are threatened or pending against any Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in Debtor thereunder which could reasonably be expected to have a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.Material Adverse Effect; (Ej) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interestLiens, except those of the Secured Party Permitted Liens and those removed or terminated prior to the date hereof; (F) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be owned by Pledgor free and clear of any liens, claims or encumbrances except Permitted Liens; and (Gk) Secured Party's security interest therein will They comply in all respects with all applicable laws and regulations, including, but not be limited to, truth-in-lending and consumer credit disclosure laws and regulations and, in the case of Account Debtors who are subject to any offset, deduction, counterclaim, lien or other adverse condition, other than Permitted Liens or as is consistent with Section 8(Dsection 524(c) aboveof the Bankruptcy Code.

Account Warranties and Representations. With respect to its Accounts, Pledgor each Grantor warrants and represents to the Secured Party Agent and the Lenders Secured Parties that they may rely on all statements or representations made by Pledgor such Grantor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, that: (A) All it and that all Account Records and Account Documents are located and shall be kept only at Pledgorsuch Grantor's chief executive offices located locations as set forth on Exhibit A attached hereto and incorporated herein by reference, provided that any Account Documents and Account Records may be relocated to any other location set forth on such Exhibit A, or at such other locations as to which such Grantor has notified the locations described Agent in Schedule 6.04 delivered writing not less than 30 days prior to such relocation as provided in Section 18 hereof and delivery to the Agent pursuant of duly executed financing statements sufficient to perfect the Credit Agreement and Schedule 4.22 delivered to security interest of the Bank pursuant to Agent for the Company Guaranty;benefit of the Secured Parties, and, unless otherwise indicated in writing by such Grantor, that: (Ba) They are genuine, are in all material respects what they purport to be, are not evidenced by a judgment an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (Cb) They cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgorsuch Grantor, or the rendition by such Grantor of services, to an Account Debtor in the ordinary course of businessbusiness or as permitted by the Credit Agreement; (Dc) Each Account is actually and absolutely owing to Pledgor in The amounts of the face value thereofshown on any Schedule of Accounts provided to the Agent and/or all invoices and statements delivered to the Agent, is valid and enforceable against the applicable Account Debtor, and is not subject with respect to any Account, are actually owing to such Grantor and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims, counterclaims or disputes of any kind or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor description in an amount greater than $10,000 in the ordinary course of Pledgor's business aggregate, or greater than $10,000 individually, existing or asserted with respect thereto and consistent such Grantor has not made any agreement with past practicesany Account Debtor thereunder for any deduction therefrom, and (ii) except as is reflected by reserves and reductions in the may be stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and reflected in the calculation of the face value of each respective invoice related thereto; provided that the Accounts of Rhodxx, Xxc. may be billed at 105% of the actual cost to Rhodxx, xx being understood that this billing practice shall not be subject to the restrictions set forth in this subsection (c); (d) Except for conditions generally applicable to such Grantor's industry and markets, there are no facts, events, or occurrences known to such Grantor pertaining particularly to any Accounts which are reasonably expected to materially impair in any report way the validity, collectibility or certificate including financial information regarding such Account furnished enforcement of Accounts that would reasonably be likely, in the aggregate, to be of material economic value, or in the aggregate materially reduce the amount payable thereunder from the amount of the invoice face value shown on any Schedule of Accounts, and on all contracts, invoices and statements delivered to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.Agent, with respect thereto; (Ee) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lienLien, claim, encumbrance or security interest, except those of the Agent for the benefit of the Secured Party Parties and those removed or terminated prior to the date hereofhereof and Permitted Liens; (Ff) They Its Accounts have not been pledged to any Person other than to the Secured Party Parties under this Security Agreement and will be owned by Pledgor such Grantor free and clear of any liensLiens, claims claims, encumbrances or encumbrances security interests except Permitted Liens; and; (Gg) The Secured Party's Parties' security interest therein will not be subject to any offset, deduction, counterclaim, lien Lien or other adverse condition, other than Permitted Liens Liens; and (h) The location of its chief executive office and any state in which it (i) has a place of business in only one county of such state or as (ii) resides in such state (within the meaning of the applicable Uniform Commercial Code) but does not have any place of business in such state, is consistent with Section 8(D) above.set forth on Exhibit A attached hereto and incorporated herein

Account Warranties and Representations. With respect to its The Borrowers warrant and -------------------------------------- represent that Lender may rely, in determining which Accounts listed on any Daily Collateral Report are Eligible Accounts, Pledgor warrants and represents to the Secured Party and the Lenders that they may rely without independent investigation, on all statements or statements, warranties and representations made by Pledgor the Borrowers on or with respect to any Schedule of Accounts prepared and delivered by Pledgor such Daily Collateral Report and, unless otherwise indicated in writing by Pledgorthe Borrowers, that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They Such Accounts are genuine, are in all material respects what they purport to be, are not evidenced by reduced to a judgment instrument or document orand, if evidenced by an instrument any instrument, item of chattel paper, agreement, contract or document, are only evidenced by only one executed original instrument instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to the Secured PartyLender; (Cb) They cover the Such Accounts represent undisputed, bona fide rendition of services, or transactions completed in accordance with the bona fide sales terms and deliveries of Inventory usually dealt provisions contained in by Pledgor, any documents related thereto; (c) Except for credits issued to any Account Debtor in the ordinary course of business; (D) Each Account is a Borrower's business for Inventory returned pursuant to Section 7.4, the amounts shown on the Daily Collateral Report, and all ----------- invoices and statements delivered to Lender with respect to any Account, are actually and absolutely owing to Pledgor in the face value thereofindicated Borrower and are not contingent for any reason; (d) Except as may be disclosed on such Daily Collateral Report, is valid there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on a Daily Collateral Report, and enforceable against no Borrower has made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor Borrower in the ordinary course of Pledgor's its business for prompt payment, which discounts and consistent allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account; (e) To the best of the Borrowers' knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement of any of the Accounts or tend to reduce the amount payable thereunder from the amount of the invoice shown on any Daily Collateral Report and on all contracts, invoices and statements delivered to Lender with past practicesrespect thereto; (f) To the best of the Borrowers' knowledge, all Account Debtors are solvent and had the capacity to contract at the time any contract or other document giving rise to or evidencing the Accounts was executed; (g) To the best of the Borrowers' knowledge, the goods, the sale of which gave rise to the Accounts, (i) were produced in full compliance with the Federal Labor Standards Act, 29 U.S.C. (S)(S) 207 et seq. as amended from time to time, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. (E) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance security interest or security interestother encumbrance, except those of the Secured Party Lender and Permitted Liens, and those removed or terminated prior to the date hereof; (Fh) They The Borrowers have no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts; (i) To the best of the Borrowers' knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition or business; and (j) The Accounts have not been pledged or sold to any other Person other than to Secured Party under this Security Agreement or otherwise encumbered and will be owned by Pledgor the respective Borrowers are the owners of the Accounts free of all claims, liens and clear of any liens, claims or encumbrances except Permitted Liens; and (G) Secured Party's security interest therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) abovethose of Lender.

Account Warranties and Representations. With respect to its Accounts, Pledgor Borrower warrants and represents to the Secured Party and the Lenders that they may rely on all statements or representations made by Pledgor Borrower on or with respect to any Schedule of Accounts prepared and delivered by Pledgor Borrower and, unless otherwise indicated in writing by PledgorBorrower, that: (A) All Account Records and Account Documents are located and shall be kept only at PledgorBorrower's chief executive offices located at the locations described location as set forth in Schedule Section 6.04 delivered to the Agent pursuant to of the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company GuarantyAgreement; (B) They are genuine, are in all material respects what they purport to be, are not evidenced by a judgment instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (C) They cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by PledgorBorrower, in the ordinary course of business; (D) Each Account is actually and absolutely owing to Pledgor Borrower in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor Borrower in the ordinary course of PledgorBorrower's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the CompanyBorrower's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. (E) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, except those of the Secured Party and those removed or terminated prior to the date hereof; (F) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be owned by Pledgor Borrower free and clear of any liens, claims or encumbrances except Permitted Liens; and (G) Secured Party's security interest therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) above.

Account Warranties and Representations. With respect to its Accounts, Pledgor each Grantor warrants and represents to the Secured Party and Agent for the benefit of the Lenders that they the Agent and each Lender may rely on all statements or representations made by Pledgor such Grantor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, it and that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgorsuch Grantor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement as set forth on Exhibit A attached hereto and Schedule 4.22 delivered to the Bank pursuant to the Company Guarantyincorporated herein by reference; (Bb) They The Accounts are genuine, are in all material respects what they purport to be, are not evidenced by a judgment an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (Cc) They The Accounts cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgorsuch Grantor, or the rendition by such Grantor of services, to an Account Debtor in the ordinary course of businessbusiness or as permitted by the Credit Agreement; (Dd) Each Account is actually and absolutely owing to Pledgor in The amounts of the face value thereof, is valid and enforceable against shown on any Schedule of Accounts or invoice statement delivered to the applicable Account Debtor, and is not subject Agent with respect to any Account, are actually owing to such Grantor and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims, counterclaims or disputes of any kind or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor description in an amount greater than $250,000 in the ordinary course of Pledgor's business aggregate, or greater than $50,000 individually, existing or asserted with respect thereto and consistent such Grantor has not made any agreement with past practicesany Account Debtor thereunder for any deduction therefrom, and (ii) except as is reflected by reserves and reductions in the may be stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and reflected in the calculation of the face value of each respective invoice related thereto; (e) Except for conditions generally applicable to such Grantor's industry and markets, there are no facts, events, or occurrences known to such Grantor pertaining particularly to any Accounts which are reasonably expected to materially impair in any report way the validity, collectibility or certificate including financial information regarding such Account furnished enforcement of Accounts that would reasonably be likely, in the aggregate, to be of material economic value, or in the aggregate materially reduce the amount payable thereunder from the amount of the invoice face value shown on any Schedule of Accounts, and on all contracts, invoices and statements delivered to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.Agent, with respect thereto; (Ef) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lienLien, claim, encumbrance or security interest, except those of the Secured Party Agent for the benefit of the Lenders and those removed or terminated prior to the date hereofhereof and Permitted Liens; (Fg) They The Accounts have not been pledged to any Person other than to Secured Party the Agent for the benefit of the Lenders under this Security Agreement and will be owned by Pledgor such Grantor free and clear of any liensLiens, claims claims, encumbrances or encumbrances security interests except Permitted Liens; and; (Gh) Secured PartyThe Agent's and the Lenders' security interest therein will not be subject to any offset, deduction, counterclaim, lien Lien or other adverse condition, other than Permitted Liens Liens; and (i) The location of its chief executive office and any state in which it (i) has a place of business in only one county of such state or as (ii) resides in such state (within the meaning of the applicable Uniform Commercial Code) but does not have any place of business in such state, is consistent with Section 8(D) aboveset forth on Exhibit A attached hereto and incorporated herein by reference and each Grantor shall deliver to the Agent not less than 30 days written notice prior to any change of such location or status of places of business or residency.

Account Warranties and Representations. With respect to its Accounts, Pledgor Borrower warrants and represents to the Secured Party and the Lenders Lender that they Lender may rely rely, in determining which Accounts listed on any Schedule of Accounts are Qualified Accounts, on all statements or representations made by Pledgor Borrower on or with respect to any such Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by PledgorBorrower, that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They they are genuine, are in all material respects what they purport to be, are not evidenced by a judgment instrument or document orand are evidenced by only one, if evidenced by an instrument or documentany, are only evidenced by one executed original instrument instrument, agreement, contract or document, which has been delivered to the Secured PartyLender; (Cb) They cover the they represent undisputed, bona fide rendition transactions completed in accordance with the terms and provisions contained in any documents related thereto; (c) the face amounts shown on any Schedule of servicesAccounts provided to Lender and all invoices and statements delivered to Lender with respect to any Account are actually and absolutely owing to Borrower and are not contingent for any reason; (d) to the best of Borrower’s knowledge, there are no setoffs, counterclaims or the bona fide sales disputes existing, made or asserted with respect thereto and deliveries of Inventory usually dealt in Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances allowed by Pledgor, Borrower in the ordinary course of businessits business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face amount of the invoices to which such discounts or allowances relate; (De) Each to the best of Borrower’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the invoice face amount shown on any Schedule of Accounts and all contracts, invoices and statements delivered to Lender with respect thereto; (f) to the best of Borrower’s knowledge, all Account is actually Debtors thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and absolutely owing to Pledgor in (ii) are solvent; (g) the face value thereof, is valid and enforceable against the applicable Account Debtor, and is Accounts are not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account Lien (including the nature interest of any surety company); (h) the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished goods giving rise to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. (E) The goods or services giving rise thereto Accounts are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interestLien, except those of the Secured Party Lender and those removed or terminated prior to the date hereof; (Fi) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be owned by Pledgor free and clear Borrower has no knowledge of any liens, claims fact or encumbrances except Permitted Lienscircumstance which would impair the validity or collectability thereof; and (Gj) Secured Party's security interest therein will not be subject to the best of Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any offset, deduction, counterclaim, lien or other Account Debtor thereunder which might result in any material adverse change in its financial condition, other than Permitted Liens or as is consistent with Section 8(D) above.

Account Warranties and Representations. With respect to its Accounts, Pledgor each Obligor represents and warrants and represents to the Secured Party Bank and the Lenders that they Bank may rely rely, in determining which Accounts listed on any Schedule of Accounts are Eligible Accounts, on all statements or representations made by Pledgor any Obligor on or with respect to any such Schedule of Accounts prepared and delivered by Pledgor Accounts, and, unless otherwise indicated in writing by Pledgorsuch Obligor, that: (A) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They are genuine, are in all material respects what they purport to be, are not evidenced by a judgment instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (C) They cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgor, in the ordinary course of business; (D) Each Account is actually and absolutely owing to Pledgor in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in that each account listed on the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. Accounts: (Ea) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, except those of the Secured Party and those removed or terminated prior to the date hereof; (F) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be owned by Pledgor such Obligor free and clear of any liens, claims or encumbrances except Permitted Liensthose in favor of the Bank and will cover a bona fide sale and delivery of Inventory usually dealt in by such Obligor, or the rendition by each Obligor of services, to an Account Debtor in the ordinary course of business; and (Gb) Secured Partywill be for a liquidated amount maturing as stated in the Schedule of Accounts and in the duplicate invoice covering said sale; (c) the Bank's security interest therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition; (d) there are no discounts, other than Permitted Liens allowances, claims, setoffs, counterclaims or disputes of any kind or description existing or asserted with respect thereto except as may be stated in the Schedule of Accounts and in the duplicate invoice covering said sale; (e) there are, to the best of each Obligor's knowledge, no facts, events, or occurrences which would in any way impair the validity or enforcement thereof; (f) the goods giving rise thereto are not, and are not at the time of the sale thereof, subject to any lien, claim, encumbrance or security interest except those held by the Bank; and (g) to the best of each Obligor's knowledge, each Person obligated on an Account is consistent with Section 8(D) abovesolvent and will continue to be fully able to pay all Accounts on which he is obligated in full when due. If any warranty is breached as to any Account, then the Bank may deem ineligible any or all Accounts owing by that Account Debtor, but the Bank shall retain its security interest in all Accounts, eligible and ineligible, until all Obligations of each Obligor has been paid and satisfied in full.

Account Warranties and Representations. With respect to its Accounts, Pledgor Borrower Group warrants and represents to the Secured Party and the Lenders Lender that they Lender may rely rely, in determining which Accounts listed on any Schedule of Accounts and/or Borrowing Base Certificate are Qualified Accounts, on all statements or representations made by Pledgor Borrower Group on or with respect to any such Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by PledgorBorrower Group, that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty; (B) They they are genuine, are in all material respects what they purport to be, are not evidenced by a judgment instrument or document orand are evidenced by only one, if evidenced by an instrument or documentany, are only evidenced by one executed original instrument instrument, agreement, contract or document, which has been delivered to the Secured PartyLender; (Cb) They cover the they represent undisputed, bona fide rendition transactions completed in accordance with the terms and provisions contained in any documents related thereto; (c) the face amounts shown on any Schedule of servicesAccounts provided to Lender and all invoices and statements delivered to Lender with respect to any Account are actually and absolutely owing to Borrower Group and are not contingent for any reason; (d) to the best of Borrower Group’s knowledge, there are no setoffs, counterclaims or the bona fide sales disputes existing, made or asserted with respect thereto and deliveries of Inventory usually dealt in Borrower Group has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances allowed by Pledgor, Borrower Group in the ordinary course of businessits business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face amount of the invoices to which such discounts or allowances relate; (De) Each to the best of Borrower Group’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the invoice face amount shown on any Schedule of Accounts and all contracts, invoices and statements delivered to Lender with respect thereto; (f) Borrower Group has no knowledge that any Account is actually and absolutely owing to Pledgor in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except Debtors (i) as is customary for Accounts of did not have the type represented by such Account (including capacity to contract at the nature of time any contract or other document given rise to the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practiceswas executed, and (ii) as is reflected by reserves and reductions in not solvent; (g) the stated value Accounts are not subject to any Lien (including the interest of such Account, computed in a manner consistent with any surety company); (h) the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished goods giving rise to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. (E) The goods or services giving rise thereto Accounts are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interestLien, except those of the Secured Party Lender and those removed or terminated on or prior to the date hereof; (Fi) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be owned by Pledgor free and clear Borrower Group has no knowledge of any liensfact or circumstance which would impair the validity or collectability thereof; (j) to the best of Borrower Group’s knowledge, claims there are no proceedings or encumbrances except Permitted Liensactions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in its financial condition; and (Gk) Secured Party's security interest therein will not be subject with respect to any offsetall Qualified Accounts – B&L, deductionall of the foregoing are true, counterclaim, lien or other adverse condition, other than Permitted Liens or as and that Bausch & Lomb Incorporated is consistent with Section 8(D) abovethe Account Debtor on all such Qualified Accounts.

Account Warranties and Representations. With respect to its Accounts, Pledgor each Grantor warrants and represents to the Secured Party and Agent for the benefit of the Lenders that they the Agent and each Lender may rely on all statements or representations made by Pledgor such Grantor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, it and that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgorsuch Grantor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement as set forth on Exhibit A attached hereto and Schedule 4.22 delivered to the Bank pursuant to the Company Guarantyincorporated herein by reference; (Bb) They The Accounts are genuine, are in all material respects what they purport to be, are not evidenced by a judgment an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (Cc) They The Accounts cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgorsuch Grantor, or the rendition by such Grantor of services, to an Account Debtor in the ordinary course of businessbusiness or as permitted by the Credit Agreement; (Dd) Each Account is actually and absolutely owing to Pledgor in The amounts of the face value thereof, is valid and enforceable against shown on any Schedule of Accounts or invoice statement delivered to the applicable Account Debtor, and is not subject Agent with respect to any Account, are actually owing to such Grantor and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims, counterclaims or disputes of any kind or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor description in an amount greater than $250,000 in the ordinary course of Pledgor's business aggregate, or greater than $50,000 individually, existing or asserted with respect thereto and consistent such Grantor has not made any agreement with past practicesany Account Debtor thereunder for any deduction therefrom, and (ii) except as is reflected by reserves and reductions in the may be stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and reflected in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents. (E) The goods or services giving rise thereto are not, and were not at the time calculation of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, except those face value of the Secured Party and those removed or terminated prior to the date hereofeach respective invoice related thereto; (Fe) They have not been pledged Except for conditions generally applicable to such Grantor's industry and markets, there are no facts, events, or occurrences known to such Grantor pertaining particularly to any Person other than Accounts which are reasonably expected to Secured Party under this Security Agreement and will materially impair in any way the validity, collectibility or enforcement of Accounts that would reasonably be owned by Pledgor free and clear likely, in the aggregate, to be of any liensmaterial economic value, claims or encumbrances except Permitted Liens; and (G) Secured Party's security interest therein will not be subject to any offset, deduction, counterclaim, lien or other adverse condition, other than Permitted Liens or as is consistent with Section 8(D) above.in the aggregate materially reduce

Account Warranties and Representations. With respect to its Accounts, Pledgor the Grantor warrants and represents to the Agent for the benefit of the Secured Party Parties that the Agent and the Lenders that they each Lender may rely on all statements or representations made by Pledgor the Grantor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, it and that: (Aa) All Account Records and Account Documents are located and shall be kept only at Pledgorsuch Grantor's chief executive offices located locations as set forth on Exhibit A attached hereto and incorporated herein by reference or at such other locations as to which the locations described in Schedule 6.04 delivered to Grantor has notified the Agent pursuant in writing not less than 30 days prior to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guarantysuch relocation; (Bb) They The Accounts are genuine, are in all material respects what they purport to be, are not evidenced by a judgment an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party; (Cc) They The Accounts cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgorthe Grantor, or the rendition by the Grantor of services, to an Account Debtor in the ordinary course of business; (Dd) Each Account is actually and absolutely owing to Pledgor in The amounts of the face value thereof, is valid and enforceable against shown on any Schedule of Accounts or invoice statement delivered to the applicable Account Debtor, and is not subject Agent with respect to any Account, are actually owing to the Grantor and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims, counterclaims or disputes of any kind or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor description in an amount greater than $500,000 in the ordinary course of Pledgor's business aggregate, or greater than $100,000 individually, existing or asserted with respect thereto and consistent the Grantor has not made any agreement with past practicesany Account Debtor thereunder for any deduction therefrom, and (ii) except as is reflected by reserves and reductions in the may be stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and reflected in the calculation of the face value of each respective invoice related thereto; (e) Except for conditions generally applicable to the Grantor's industry and markets, there are no facts, events, or occurrences known to the Grantor pertaining particularly to any Accounts which are reasonably expected to materially impair in any report way the validity, collectibility or certificate including financial information regarding such Account furnished enforcement of Accounts that would reasonably be likely, in the aggregate, to be of material economic value, or in the aggregate materially reduce the amount payable thereunder from the amount of the invoice face value shown on any Schedule of Accounts, and on all contracts, invoices and statements delivered to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.Agent, with respect thereto; (Ef) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lienLien, claim, encumbrance or security interest, except those of the Agent for the benefit of Secured Party Parties and those removed or terminated prior to the date hereofPermitted Liens; (Fg) They The Accounts have not been pledged to any Person other than to the Agent for the benefit of the Secured Party Parties under this Security Agreement and will be owned by Pledgor the Grantor free and clear of any liensLiens, claims claims, encumbrances or encumbrances security interests except Permitted Liens; and; (Gh) Secured PartyThe Agent's and the Lenders' security interest therein will not be subject to any offset, deduction, counterclaim, lien Lien or other adverse condition, other than Permitted Liens Liens; and (i) The location of its chief executive office and any state in which it (i) has a place of business in only one county of such state or as (ii) resides in such state (within the meaning of the applicable Uniform Commercial Code) but does not have any place of business in such state, is consistent with Section 8(D) aboveset forth on Exhibit A attached hereto and incorporated herein by reference and the Grantor shall deliver to the Agent not less than 30 days written notice prior to any change of such location or status of places of business or residency.