Common use of Account Warranties and Representations Clause in Contracts

Account Warranties and Representations. Borrower warrants and represents that Lender may rely, in determining which Accounts listed on any Accounts Report submitted by Borrower are Eligible Accounts, without independent investigation, on all statements, warranties and representations made by Borrower on or with respect to any such Accounts Report and, unless otherwise indicated in writing by Borrower, that: (A) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender; (B) Such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) Except for credits issued to any Account Debtor in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the amounts shown on the Accounts Report, 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, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts Report, and Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Borrower in the ordinary course of its business, which discounts and allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account; 27 (E) To the best of Borrower's 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 Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto; (F) To the best of Borrower's 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) The goods, the sale of which gave rise to the Accounts, are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender, and those removed or terminated prior to the date hereof, and the Permitted Liens; (H) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts; (I) To the best of Borrower's 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 or other condition; and (J) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and the Borrower is the owner of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted Liens.

Account Warranties and Representations. Borrower warrants and represents that Lender may rely, in determining which Accounts listed on any Accounts Report submitted by of Borrower are Eligible AccountsAccounts of Borrower, without independent investigation, on all statements, warranties and representations made by Borrower on or with respect to any such Accounts Report and, unless otherwise indicated in writing by Borrower, that: (Aa) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender; (Bb) Such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (Cc) Except for credits issued to any Account Debtor in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the amounts shown on the Accounts Report, 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; (Dd) To the best of Borrower's knowledge, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts Report, and Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Borrower in the ordinary course of its businessbusiness for prompt payment, which discounts and allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account; 27; (Ee) To the best of Borrower's 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 Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto; (Ff) To the best of Borrower's 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; (Gg) 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. Sections 207 et seq. as amended from time to time, and (ii) are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender, and those removed or terminated prior to the date hereof, and the Permitted Liens; (Hh) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts; (Ii) To the best of Borrower's 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 or other condition; and (Jj) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and the Borrower is the owner of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted LiensLender.

Account Warranties and Representations. Borrower warrants and represents that Lender may rely, in determining which Accounts listed on any Accounts Report submitted by Borrower are Eligible Accounts, without independent investigation, on all statements, warranties and representations made by Borrower on or with respect to any such Accounts Report and, unless otherwise indicated in writing by Borrower, that: (A) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and and, upon Lender's request, will be delivered to Lender; (B) Such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) Except for credits issued to any Account Debtor in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the amounts shown on the Accounts Report, 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 subject to any reasonmaterial contingencies; (D) To the best of Borrower's knowledgeKnowledge, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts Report, and Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Borrower in the ordinary course of its businessbusiness for prompt payment, which discounts and allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account; 27; (E) To the best of Borrower's knowledgeKnowledge, 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 an any Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto; (F) To the best of Borrower's knowledgeKnowledge, 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) 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. Sections 207 ET SEQ. as amended from time to time, and (ii) are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender, and those removed or terminated prior to the date hereof, and the Permitted Liens; (H) Borrower has no knowledge of any fact or circumstance circumstances which would impair the validity or collectibility collectability of any of the Accounts; (I) To the best of Borrower's 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 or other condition; and (J) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and the Borrower is the owner of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted LiensLender.

Account Warranties and Representations. With respect to its Accounts, Borrower Group warrants and represents to Lender that Lender may rely, in determining which Accounts listed on any Schedule of Accounts Report submitted by Borrower and/or Borrowing Base Certificate are Eligible Qualified Accounts, without independent investigation, on all statements, warranties and statements or representations made by Borrower Group on or with respect to any such Accounts Report Schedule and, unless otherwise indicated in writing by BorrowerBorrower Group, that: (Aa) Such Accounts they are genuine, are in all respects what they purport to be, are not reduced to evidenced by a judgment andand are evidenced by only one, if evidenced by any any, executed original instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender; (Bb) Such Accounts they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (Cc) Except for credits issued to any Account Debtor in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the face amounts shown on the any Schedule of Accounts Report, provided to Lender and all invoices and statements delivered to Lender with respect to any Account, Account are actually and absolutely owing to Borrower Group and are not contingent for any reason;; 18 (Dd) To to the best of Borrower's Borrower Group’s knowledge, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing existing, made or asserted with respect to any Accounts included on an Accounts Report, thereto and Borrower Group has not made any agreement with any Account Debtor thereunder for any deduction from such Accounttherefrom, except for discounts or allowances allowed by Borrower Group in the ordinary course of its businessbusiness for prompt payment, all of which discounts and or allowances have been disclosed to Lender and are reflected in the calculation of the invoice related face amount of the invoices to which such Account; 27discounts or allowances relate; (Ee) To to the best of Borrower's Borrower Group’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement of any of the Accounts thereof or tend to reduce the amount payable thereunder from the invoice face amount of the invoice shown on any Schedule of Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto; (Ff) To the best of Borrower's knowledge, all Borrower Group has no knowledge that any Account Debtors are solvent and had (i) did not have the capacity to contract at the time any contract or other document given rise to the Account was executed, and (ii) is not solvent; (g) the Accounts are not subject to any Lien (including the interest of any surety company); (h) the goods giving rise to or evidencing the Accounts was executed; (G) The goods, the sale of which gave rise to the Accounts, are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbranceLien, except those of Lender, Lender and those removed or terminated on or prior to the date hereof, and the Permitted Liens; (Hi) Borrower Group has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accountscollectability thereof; (Ij) To to the best of Borrower's Borrower Group’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in its financial or other condition; and (Jk) The with respect to all Qualified Accounts have not been pledged or sold to any other Person or otherwise encumbered – B&L, all of the foregoing are true, and the Borrower that Bausch & Lomb Incorporated is the owner of the Accounts free of Account Debtor on all liens and encumbrances except those of Lender and except for the Permitted Lienssuch Qualified Accounts.

Account Warranties and Representations. Borrower warrants and represents that Lender may rely, in determining which Accounts and Gaming Supply Accounts listed on any Accounts Report submitted by Borrower are Eligible Accounts and Eligible Gaming Supply Accounts, respectively, without independent investigation, on all statements, warranties and representations made by Borrower or Gaming Supply on or with respect to any such Accounts Report and, unless otherwise indicated in writing by Borrowersuch Accounts Report, that: (A) Such Accounts and Gaming Supply Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contractcontract or document and, or documentif requested by Lender, which such original has been endorsed and delivered to Lender; (B) Such Accounts and Gaming Supply Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto,; (C) Except for credits issued to any Account Debtor in the ordinary course of Borrower's or Gaming Supply's business for Inventory or Gaming Supply Inventory returned pursuant to Section 7.47.3, the amounts shown on the Accounts Report, and all invoices and statements delivered to Lender with respect to any Account and any Gaming Supply Account, are actually and absolutely owing to Borrower or Gaming Supply, respectively, and are not contingent for any reason; (D) To the best of Borrower's knowledge, except as may be disclosed on such Accounts Report, there There are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts and any Gaming Supply Accounts included on an Accounts Report, and neither Borrower nor Gaming Supply has not made any agreement with any Account Debtor for any deduction from such Account or Gaming Supply Account, respectively, except for discounts or allowances allowed by Borrower and Gaming Supply in the ordinary course of its businessbusiness for prompt payment, which discounts and allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account or Gaming Supply Account; 27; (E) To the best of Borrower's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement of any of the Accounts or Gaming Supply Accounts or tend to reduce the amount payable thereunder from the amount of the invoice shown on any Accounts Report, and Report or on all any contracts, invoices and statements delivered to Lender with respect thereto; ; (F) To the best of Borrower's 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 and Gaming Supply Accounts was executed; ; (G) The goods, the sale of which gave rise to the Accounts and Gaming Supply Accounts, (i) were produced in full compliance with the Federal Labor Standards Act, 29 U.S.C. SEC. SEC 207 et seq. as amended from time to time, and (ii) are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender, and those removed or terminated prior to the date hereof, and the Permitted Liens; ; (H) Borrower has no knowledge of any fact or circumstance circumstances which would impair the validity or collectibility of any of the Accounts and Gaming Supply Accounts; ; (I) To the best of Borrower's 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 such Account Debtor's financial or other condition; and and (J) The Accounts and Gaming Supply Accounts have not been pledged or sold to any other Person or otherwise encumbered and the Borrower or Gaming Supply is the owner of the Accounts or Gaming Supply Accounts, respectively, free of all liens and encumbrances except those of Lender and except for the Permitted Liens.

Account Warranties and Representations. Borrower hereby warrants and represents to Bank, that Lender may relyBank may, in determining which Accounts listed on or included or reflected in any borrowing certificate or report of Accounts Report submitted by Borrower are Eligible Accounts, without independent investigation, rely on all statements, warranties and statements or representations made by Borrower on or with respect to any such Accounts Report Certificate or report and, unless otherwise indicated in writing by Borrower, that: (A) Such Accounts They are genuine, are in all respects what they purport to be, are not reduced to evidenced by a judgment andand are evidenced by only one, if evidenced by any any, executed original instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to LenderBank; (B) Such Accounts They represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) Except for credits issued to any Account Debtor The face amounts included in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the amounts or shown on the any schedule of Accounts Reportprovided to Bank, and and/or all invoices and statements delivered to Lender Bank with respect to any Account, Account are actually and absolutely owing to Borrower and are not contingent for any reason; (D) To the best of Borrower's knowledge, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing or asserted with in respect to any Accounts included on an Accounts Reportthereof, and Borrower has not made any agreement with any Account Debtor thereunder for any deduction from such Accounttherefrom, except for discounts a discount or allowances allowance allowed by Borrower in the ordinary course of its businessbusiness for prompt payment, all of which discounts and or allowances have been disclosed to Lender and are reflected in the calculation of the face value of each respective invoice related to such Account; 27thereto; (E) To the best of Borrower's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement of any of the Accounts thereof or tend to reduce the amount payable thereunder from the amount of the invoice included in or shown on any Accounts Reportborrowing certificate or report of Accounts, and on all contracts, invoices and statements delivered to Lender with Bank in respect theretothereof; (F) To the best of Borrower's knowledge, all Account Debtors are solvent and thereunder had the capacity to contract at the time any contract or other document giving rise to or evidencing the Accounts Account was executed; (G) The goods, the sale of which gave rise to the Accounts, They are not, and were not at the time of the sale thereof, subject to any lien, claim, Lien except for the security interest or other encumbrance, except those in favor of Lender, and those removed or terminated prior to the date hereof, and the Permitted Liens;Bank created hereby; and (H) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts; (I) To the best of Borrower's 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 or other condition; and (J) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and the Borrower is the owner of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted Liensthereof.

Account Warranties and Representations. Each Borrower warrants and represents that Lender may rely, in determining which Accounts listed on any Accounts Report submitted by Borrower Report, Borrowing Base Certificate, or collateral activity report are Eligible Accounts, without independent investigation, investigation on all statements, warranties and statements or representations made by such Borrower on or with respect to any such Accounts Report and, unless otherwise indicated in writing by such Borrower, that:; (Aa) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to evidenced by a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender; (Bb) Such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (Cc) Except for credits issued to any Account Debtor in the ordinary course of Borrower's Borrowers' business for Inventory returned pursuant to Section 7.47.4 of this Agreement, the amounts shown on the Accounts Report, and all invoices and statements delivered to Lender with respect to any Account, are actually and absolutely owing to Borrower Borrowers and are not contingent for any reason; (Dd) To the best of such Borrower's knowledge, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts Report, and Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Borrower Borrowers in the ordinary course of its businessbusiness for prompt payment, all of which discounts and or allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account; 27; (Ee) To the best of such Borrower's 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 Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto; (Ff) To Such Borrower has no knowledge of the best insolvency of Borrower's knowledge, all any Account Debtors are solvent and had Debtor or the capacity incapacity of any Account Debtor to contract at the time any contract or other document giving rise to or evidencing the Accounts Account of such Account Debtor was executed; (Gg) The goods, the sale of which gave rise to the Accounts, Accounts are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender, and those removed or terminated prior to or on the date hereof, hereof and the Permitted Liensthose subordinate to Lender's security interest; (Hh) Such Borrower has no knowledge of any fact or circumstance circumstances which would impair the validity or collectibility of any of the Accounts; (Ii) To the best of such Borrower's knowledge, without independent inquiry, 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 or other condition; and (Jj) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and the Borrower is the owner of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted LiensPerson.

Account Warranties and Representations. Each Borrower warrants and represents that Lender may rely, in determining which Accounts listed on any Accounts Report submitted by Borrower Report, Borrowing Base Certificate, or collateral activity report are Eligible Accounts, without independent investigation, investigation on all statements, warranties and statements or representations made by each Borrower on or with respect to any such Accounts Report and, unless otherwise indicated in writing by such Borrower, that:; (A) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to evidenced by a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender; (B) Such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) Except for credits issued to any Account Debtor in the ordinary course of Borrower's its business for Inventory returned pursuant to Section 7.47.4 of this Agreement (which includes returns and credits for Inventory whose code expiration date has expired or which has been deemed "unwholesome" by the Account Debtor), the amounts shown on the Accounts Report, and all invoices and statements delivered to Lender with respect to any Account, are actually and absolutely owing to Borrower it and are not contingent for any reason; (D) To the best of Borrower's its knowledge, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts Report, and Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Borrower it in the ordinary course of its businessbusiness for prompt payment, all of which discounts and or allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account; 27; (E) To the best of Borrower's its 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 Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto; (F) To the best of Borrower's its 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 Account was executed; (G) The goods, the sale of which gave rise to the Accounts, Accounts are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender, and those removed or terminated prior to the date hereof, hereof and the Permitted Liensthose subordinate to Lender's security interest; (H) Borrower It has no knowledge of any fact or circumstance circumstances which would impair the validity or collectibility of any of the Accounts; (I) To the best of Borrower's its 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 or other condition; and (J) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and whose liens shall be released no later than the Borrower is the owner date of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted Liensinitial advance hereunder.

Account Warranties and Representations. Each Borrower warrants and represents to Agent and each Lender that such Agent and such Lender may rely, in determining which Accounts listed on any Accounts Report submitted by Borrower are Eligible Accounts, without independent investigation, rely on all statements, warranties and representations made by such Borrower on or with respect to any such Accounts and Inventory Report and, unless otherwise indicated in writing by such Borrower, that: (A) Such Borrower's Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to LenderAgent; (B) Such Borrower's Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related theretodocuments; (C) Except for credits issued to any Account Debtor in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the The amounts shown on the any Accounts and Inventory Report, and all invoices and statements delivered to Lender Agent with respect to any Account, are actually and absolutely owing to such Borrower and are not contingent for any reason; (D) To the best of Borrower's knowledge, except Except as may be disclosed on such Accounts and Inventory Report, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts and Inventory 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 such Borrower in the ordinary course of its businessbusiness for prompt payment, which discounts and allowances have been disclosed to Lender Agent and are reflected in the calculation of the invoice related to such Account; 27; (E) To the best of such Borrower's 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 Accounts and Inventory Report, and on all contracts, invoices and statements delivered to Lender Agent with respect thereto; (F) To the best of such Borrower's knowledge, all Account Debtors are solvent Solvent and had the capacity to contract at the time any contract or other document giving rise to or evidencing the Accounts was executed;; and (G) The goods, the sale of which gave rise to the Accounts, are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender, and those removed or terminated prior to the date hereof, and the Permitted Liens; (H) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts; (I) To the best of such Borrower's knowledge, there are no proceedings or actions which are threatened in writing or pending against any Account Debtor which might result in any material adverse change in its such Account Debtor's financial or other condition; and (J) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and the Borrower is the owner of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted Liens.

Account Warranties and Representations. With respect to its Accounts, Borrower warrants and represents to Lender that Lender may rely, in determining which Accounts listed on any schedule of Accounts Report submitted by Borrower are Eligible Accounts, without independent investigation, on all statements, warranties and statements or representations made by Borrower on or with respect to any such Accounts Report schedule and, unless otherwise indicated in writing by Borrower, that: (Aa) Such Accounts They are genuine, are in all respects what they purport to be, are not reduced to evidenced by a judgment and, if and are evidenced by any instrumentexecuted original instruments, item of chattel paperagreements, agreementcontracts, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and will be delivered to LenderLender upon request therefor; (Bb) Such Accounts They represent undisputed, undisputed bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (Cc) Except for credits issued to any Account Debtor in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the The face amounts shown on the any schedule of Accounts Report, provided to Lender and all invoices and statements delivered to Lender with respect to any Account, Account are actually and absolutely owing to a Borrower and are not contingent for any reason; (Dd) To the best knowledge of the Borrower's knowledge, except as may be disclosed on such Accounts Reportexecutive officers, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts Report, thereto and Borrower has not made any agreement with any Account Debtor thereunder for any deduction from such Accounttherefrom, except for discounts or allowances allowed by such Borrower in the ordinary course of its businessbusiness for prompt payment, all of which discounts and allowances have been disclosed to Lender and are either (x) reflected in the calculation of the invoice related face amount of the invoices to which such Accountdiscounts or allowances relate, or (y) evidenced on a general ledger account of such Borrower; 27--------------------------------------------- ROBEXXX, XXC. 1999 ANNUAL REPORT ON FORM 10-K Page 108 of 128 (Ee) To the best knowledge of the Borrower's knowledgeexecutive officers, there are no facts, events or occurrences which in any way impair the validity or enforcement of any of the Accounts thereof or tend to reduce the amount payable thereunder from the invoice face amount of the invoice shown on any schedule of Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto; (Ff) To the best knowledge of the Borrower's knowledgeexecutive officers, all Account Debtors are solvent and thereunder (i) had the capacity to contract at the time any contract or other document giving rise to or evidencing the Accounts Account was executedexecuted and (ii) are Solvent; (Gg) They are not subject to any Liens, except those of Lender; (h) No executive officer of Borrower has knowledge of any fact or circumstance which would impair the validity or collectability thereof; (i) To the best knowledge of the Borrower's executive officers, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which could reasonably be expected to have a Material Adverse Effect; (j) The goods, the sale of which gave goods giving rise to the Accounts, thereto are not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbranceLiens, except those of Lender, Lender and those removed or terminated prior to the date hereof, and the Permitted Liens; (H) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts; (I) To the best of Borrower's 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 or other condition; and (Jk) The Accounts have They comply in all respects with all applicable laws and regulations, including, but not been pledged or sold limited to, truth-in-lending and consumer credit disclosure laws and regulations and, in the case of Account Debtors who are subject to any other Person or otherwise encumbered and the Borrower is the owner of the Accounts free of all liens and encumbrances except those of Lender and except for the Permitted LiensBankruptcy Code, Section 524(c) thereof.