Common use of Account Warranties and Representations Clause in Contracts

Account Warranties and Representations. With respect to its Accounts, the Grantor warrants and represents to the Secured Parties that the Secured Parties may rely on all statements or representations made by Grantor on or with respect to any Schedule of Accounts prepared and delivered by it and that: (a) All Account Records and Account Documents are located only at the Chief Executive Office; (b) The Accounts are genuine, are in all respects what they purport to be, are not evidenced by an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document; (c) The Accounts cover bona fide sales and deliveries of Inventory usually dealt in by Grantor, or the rendition by Grantor of services, to an Account Debtor in the ordinary course of business or as permitted by the Purchase Agreement; (d) The amounts of the face value shown on any Schedule of Accounts or invoice statement delivered to the 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 or disputes of any kind or description in an amount greater than $10,000 in the aggregate for all Account Debtors, or greater than $2,500 individually, existing or asserted with respect thereto and Grantor has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except as may be stated 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 way the validity, collectibility or 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 Parties, with respect thereto; (f) 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 Parties and those removed or terminated prior to the date hereof and Permitted Liens; (g) The Accounts have not been pledged to any Person other than to the Secured Parties under this Agreement and will be owned by Grantor free and clear of any Liens, claims, encumbrances or security interests except Permitted Liens; (h) The Secured Parties' security interest therein will not be subject to any offset, deduction, counterclaim, Lien or other adverse condition, other than Permitted Liens; and (i) The Grantor shall deliver to the Secured Parties written notice not less than 30 days prior to any change of the location of the Chief Executive Office or status of places of business or residency.

Account Warranties and Representations. With respect to its Accounts, the Grantor Borrower warrants and represents to the Secured Parties Lender that the Secured Parties Lender may rely on all statements or representations made by Grantor Borrower on or with respect to any Schedule of Accounts prepared and delivered by it and that: (a) All Account Records and Account Documents are located only at the Chief Executive OfficeBorrower's location as set forth on Schedule A attached hereto and incorporated herein by reference; (b) The Accounts are genuine, are in all respects what they purport to be, are not evidenced by an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document; (c) The Accounts cover bona fide sales and deliveries of Inventory inventory usually dealt in by Grantorthe Borrower, or the rendition by Grantor Borrower of services, to an Account Debtor in the ordinary course of business or as permitted by the Purchase Agreementbusiness; (d) The amounts of the face value shown on any Schedule of Accounts or invoice statement delivered to the Secured Parties Lender with respect to any Account, are actually owing to Grantor the Borrower and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims or disputes of any kind or description in an amount greater than $10,000 25,000 in the aggregate for all Account Debtorsaggregate, or greater than $2,500 5,000 individually, existing or asserted with respect thereto and Grantor the Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except as may be stated 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 GrantorBorrower's industry and markets, there are no facts, events, or occurrences known to Grantor the Borrower pertaining particularly to any Accounts which are reasonably expected to materially impair in any way the validity, collectibility or 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 PartiesLender, with respect thereto; (f) The goods or services giving rise thereto to the Collateral 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 Parties and those removed or terminated prior to the date hereof and Permitted LiensLender; (g) The Accounts have not been pledged to any Person other than to the Secured Parties Lender under this Agreement and will be owned by Grantor the Borrower free and clear of any Liens, claims, encumbrances or security interests except Permitted Liens;; and (h) The Secured Parties' Lender's security interest therein in the Collateral will not be subject to any offset, deduction, counterclaim, Lien or other adverse condition, other than Permitted Liens; and (i) The Grantor shall deliver to the Secured Parties written notice not less than 30 days prior to any change of the location of the Chief Executive Office or status of places of business or residency.

Account Warranties and Representations. With respect to its Accounts, the each Grantor warrants and represents to the Agent for the benefit of the Secured Parties Parties, that the Secured Parties Agent and each Lender may rely rely, on the Closing Date and thereafter until this Agreement is terminated pursuant to Section 8 hereof, on all statements or representations made by such Grantor on or with respect to any Schedule of Accounts prepared and delivered by it and and, with respect to all Accounts, now or hereafter existing, that: (a) All Account Records and Account Documents are located only at such Grantor's locations as set forth on Exhibit A attached hereto and incorporated herein by reference or at such other locations as to which the Chief Executive OfficeGrantor has complied with Section 5(b) hereof; (b) The Accounts are genuine, are in all respects what they purport to be, are not evidenced by an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document; (c) The Accounts cover bona fide sales and deliveries of Inventory usually dealt in by Grantor, or the rendition by such Grantor of services, services to an Account Debtor in the ordinary course of business or as permitted by the Purchase Agreementbusiness; (d) The amounts of the face value shown on any Schedule of Accounts or invoice statement delivered to the Secured Parties 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 or disputes of any kind or description in an amount greater than $10,000 1,200,000 in the aggregate for all Account Debtorsaggregate, or greater than $2,500 500,000 individually, existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except as may be stated 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 way the validity, collectibility or 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 Parties, with respect thereto; (f) 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 Agent for the benefit of Secured Parties and Permitted Liens and except for those removed or Liens arising in connection with the ING Facility, which such Liens are being terminated prior to on the date hereof and Permitted Lienshereof; (g) The Accounts have not been pledged to any Person other than to the Agent for the benefit of the Secured Parties under this Agreement and will be owned by such Grantor free and clear of any Liens, claims, encumbrances or security interests except Permitted LiensLiens except for those Liens arising in connection with the ING Facility, which such Liens are being terminated on the date hereof.; (h) The Secured PartiesAgent's and the Lenders' security interest therein will not be subject to any offset, deduction, counterclaim, Lien or other adverse condition, other than Permitted 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 (ii) resides (within the meaning of the applicable Uniform Commercial Code) but does not have any place of business, is set forth on Exhibit A attached hereto and incorporated herein by reference and each Grantor shall deliver to the Secured Parties written notice Agent not less than 30 days written notice prior to any change of the such location of the Chief Executive Office or status of places of business or residency.

Account Warranties and Representations. With respect to its Accounts, the -------------------------------------- each Grantor warrants and represents to the Agent for the benefit of the Secured Parties that the Secured Parties Agent and each Lender may rely on all statements or representations made by such Grantor on or with respect to any Schedule of Accounts prepared and delivered by it and that: (a) All Account Records and Account Documents are located only at such Grantor's locations as set forth on Exhibit A attached hereto and --------- incorporated herein by reference or at such other locations as to which the Chief Executive OfficeGrantor has notified the Agent in writing not less than 30 days prior to such relocation; (b) The Accounts are genuine, are in all material respects what they purport to be, are not evidenced by an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document; (c) The Accounts cover bona fide sales and deliveries of Inventory usually dealt in by such Grantor, or the rendition by such Grantor of services, to an Account Debtor in the ordinary course of business or as permitted by the Purchase Agreementbusiness; (d) The amounts of the face value shown on any Schedule of Accounts or invoice statement delivered to the Secured Parties 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 or disputes of any kind or description in an amount greater than $10,000 1,000,000 in the aggregate for all Account Debtorsaggregate, or greater than $2,500 500,000 individually, existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except as may be stated 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 way the validity, collectibility or 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 PartiesAgent, with respect thereto; (f) 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 Agent for the benefit of Secured Parties and those removed or terminated prior to the date hereof and Permitted Liens; (g) The Accounts have not been pledged to any Person other than to the Agent for the benefit of the Secured Parties under this Agreement and will be owned by such Grantor free and clear of any Liens, claims, encumbrances or security interests except Permitted Liens; (h) The Secured PartiesAgent's and the Lenders' security interest therein will not be subject to any offset, deduction, counterclaim, Lien or other adverse condition, other than Permitted 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 (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 set forth on Exhibit A attached hereto and incorporated herein by reference --------- and each Grantor shall deliver to the Secured Parties written notice Agent not less than 30 days written notice prior to any change of the such location of the Chief Executive Office or status of places of business or residency.

Account Warranties and Representations. With respect to its Accounts, the Grantor warrants and represents to the Secured Parties that the Secured Parties may rely on all statements or representations made by Grantor on or with respect to any Schedule of Accounts prepared and delivered by it and that: (a) All Account Records and Account Documents are located only at the Chief Executive Office; (b) The Accounts are genuine, are in all respects what they purport to be, are not evidenced by an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document; (c) The Accounts cover bona fide sales and deliveries of Inventory usually dealt in by Grantor, or the rendition by Grantor of services, to an Account Debtor in the ordinary course of business or as permitted by the Purchase Agreement; (d) The amounts of the face value shown on any Schedule of Accounts or invoice statement delivered to the 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 or disputes of any kind or description in an amount greater than $10,000 in the aggregate for all Account Debtors, or greater than $2,500 individually, existing or asserted with respect thereto and Grantor has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except as may be stated 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 way the validity, collectibility or 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 Parties, with respect thereto; (f) 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 Parties and those removed or terminated prior to the date hereof and Permitted Liens; (g) The Accounts have not been pledged to any Person other than to the Secured Parties under this Agreement and will be owned by Grantor free and clear of any Liens, claims, encumbrances or security interests except Permitted Liens; (h) The Secured Parties' security interest therein will not be subject to any offset, deduction, counterclaim, Lien or other adverse condition, other than Permitted Liens; and (i) The Grantor shall deliver to the Secured Parties written notice not less than 30 days prior to any change of the location of the Chief Executive Office or status of places of business or residency.