Common use of Account Warranties Clause in Contracts

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such 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 as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): the Lender that: (i) they to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, transactions the performance of which has been completed in accordance with by the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect theretoBorrower; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's ’s books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such the Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge ’s knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to and the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount returns, discounts or allowance allowances for prompt payment allowed by such the Borrower in the ordinary course of its business for prompt paymentwhich are not likely to result in any material adverse change in Borrower’s financial condition or business operations; (viv) to the best of such Borrower's knowledge ’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's ’s books and records and all invoices and statements delivered to Agent with respect theretorecords; (viivi) to the best Borrower’s knowledge, and except to the extent of such Borrower's knowledgethe allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien lien, claim, encumbrance or claim security interest except that of Agent the Lender and except as specifically permitted in Subsection 8.1 below; (ixviii) such except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (xix) except to the best extent of such the allowance for doubtful Accounts shown on the Financials, to the Borrower's ’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might are likely to result in any material adverse change in such Account Debtor's ’s financial condition. Each The Borrower agrees to notify Agent the Lender with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 subsection 3.1 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountstrue.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on the initial Accounts Trial Balance, on any subsequent Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accountson any Collateral Report or Monthly Report, such the Borrower warrants and represents to the Agent and Lenders that each Lender that: (except as a) it is the lawful owner of such Accounts and it has the right to an aggregate amount subject such Accounts to a security interest in favor of Accounts the Agent, for the benefit of all Borrowers not to exceed $250,000 at any time): the Lenders; (ib) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iic) they represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documents, if any, documents delivered to the Agent and Lenders with respect thereto; (iiid) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such the respective Collateral Report or Monthly Report, the Borrower's books and records records, and all invoices and statements which may be delivered to the Agent and Lenders with respect thereto thereto, are actually and absolutely owing to such the Borrower and are not in any way contingent; (ive) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to the Agent pursuant to this Agreement; (vf) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted asserted, or, to the best of the Borrower's knowledge, existing, with respect thereto (except to and the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such the Borrower in the ordinary course of its business for prompt payment; (vig) to the best of such Borrower's knowledge there are no facts, events or occurrences of which the Borrower has knowledge which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balance, such the respective Collateral Report or Monthly Report, the Borrower's books and records records, and all invoices and statements delivered to the Agent with respect thereto; (viih) to the best of such the Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viiii) the services furnished and/or goods sold giving rise thereto are not subject were not, at the time of sale by the Borrower to any Lien Account Debtor, subject, to any lien, claim, encumbrance or claim security interest except that of Agent the Agent, for the benefit of the Lenders, and except as specifically permitted in Subsection 8.1 below; (ixj) such the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (xk) to the best of such the 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any ; and (1) such Accounts (except as to Accounts not to exceed $250,000 in satisfy the aggregate objective criteria for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider inclusion as Eligible AccountsAccounts set forth in Section 3.2.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any Borrower's initial Accounts Trial Balance as Eligible or on any subsequent Accounts or which such Borrower wants Agent to consider as Eligible AccountsTrial Balance, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): that: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, transactions the performance of which has been completed by Borrower in accordance with the terms and provisions contained in the documents, if any, documents delivered to Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such Borrower's knowledge knowledge, there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien lien, claim, encumbrance or claim security interest except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (x) to the best of such 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Borrower's Account Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountstrue.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible included in the initial Monthly Report or on any subsequent Accounts Trial Balance or which such Borrowing Base Certificate, each Borrower wants Agent represents and warrants to consider as Eligible Accounts, such Borrower warrants and represents to the Agent and Lenders that (each Lender that, except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Borrowing Base Certificate: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory or the provision of services to customers in the ordinary course of business completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to the Agent and Lenders each Lender with respect theretothereto and are not evidenced by a judgment or by an Instrument or Chattel Paper; (iiiii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on each Borrower's books and records and all invoices and statements which may be delivered to the Agent and Lenders or any Lender with respect thereto are actually and absolutely owing to such each Borrower and are not in any way contingent; (iviii) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent a Blocked Account pursuant to this Agreement; (viv) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such any Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentpayment and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such Account; (viv) to the best of such each Borrower's knowledge 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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, such any Borrower's books and records and all invoices and statements delivered to the Agent or any Lender with respect thereto; (viivi) to the best of such each Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such no Borrower has no knowledge received any notice of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might could reasonably be expected to result in any material adverse change in such Account Debtor's financial condition. Each ; (viii) no Borrower agrees has any knowledge that any Account Debtor is unable generally to notify Agent pay its debts as they become due; (ix) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (x) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of the Agent, for the benefit of the Lenders; (xi) the Accounts have not been pledged or sold to any Person or otherwise encumbered and each Borrower is the owner of its Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xii) with respect to Accounts for which its Account Debtor is located in any Accounts (except as state denying creditors access to Accounts not to exceed $250,000 its courts in the aggregate for absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all Borrowers at any time outstanding) scheduled on required Notice of Business Activities Reports or comparable filings with the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsapplicable Governmental Authority.

Account Warranties. With respect to Accounts of any Borrower scheduledBorrowers represent, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants warrant and represents to Agent and Lenders that (except covenant as to an aggregate amount each Account that: (A) At the time of Accounts of all Borrowers not to exceed $250,000 at any time): (i) they are genuineits creation, are in all respects what they purport to be, and are not evidenced by the Account is a judgment; (ii) they represent undisputedvalid, bona fide transactionsaccount, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iii) representing to the best of such Borrower's Borrowers' knowledge an undisputed indebtedness incurred by the amounts shown named Payor for services rendered; there are no setoffs, offsets or counterclaims, genuine or otherwise, against the Account; the Account does not represent a sale to an Affiliate; no agreement exists permitting any deduction or discount (other than the discount stated on the respective Accounts Trial Balanceinvoice); the applicable Borrower is the lawful owner of the Account and has the right to grant to Lender a security interest in the same; the Account is free of all security interests, such Borrower's books liens and records encumbrances other than those in favor of Lender, and all invoices the Account is due and statements which may be delivered to Agent and Lenders payable in accordance with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; its terms; (ivB) On or after the Closing Date, no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent Lender pursuant to this Agreement; ; (vC) to the best of such Borrower's knowledge there are no setoffsTo Borrowers' knowledge, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such Borrower's knowledge there are no facts, events or occurrences not previously disclosed to Lender which in any way impair the validity validity, collection or enforcement thereof or tend to reduce the amount payable thereunder as shown on thereunder; (D) The Account information furnished to Lender by Borrowers is true, accurate and complete; Borrowers have verified existing coverage for all Accounts with the Accounts Trial Balanceapplicable Payor and has complied with all verification procedures required by Lender; the services performed or merchandise sold was covered by the existing coverage for each Account; and the benefits under the policy of insurance covering each Commercial Account were assignable, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) said benefits have been assigned to the best of such applicable Borrower's knowledge; (E) Each Borrower is in full compliance with all federal, all Account Debtors have state and municipal laws and regulations relating to the capacity to contract Account, and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such each Borrower has no knowledge of any fact or circumstance which would impair made and will make all necessary disclosures, required by law, to Patients and the validity or collectibility thereof; and (x) to the best of such Borrower's knowledgePayors, there are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in applicable and/or necessary, regarding this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible AccountsAgreement.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible included in the initial Monthly Report or on any subsequent Accounts Trial Balance or which such Borrowing Base Certificate, Borrower wants Agent to consider as Eligible Accounts, such Borrower represents and warrants and represents to Agent and the Lenders that (that, except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Borrowing Base Certificate: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory or the provision of services to customers in the ordinary course of business completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to Agent and Lenders each Lender with respect theretothereto and are not evidenced by a judgment or by an Instrument or Chattel Paper; (iiiii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on Borrower's and each Guarantor's books and records and all invoices and statements which may be delivered to Agent and Lenders or any Lender with respect thereto are actually and absolutely owing to Borrower and such Borrower Guarantor and are not in any way contingent; (iviii) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent a Lockbox pursuant to this Agreement; (viv) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount and none of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower or any Guarantor has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by Borrower or such Borrower Guarantor in the ordinary course of its business for prompt paymentpayment and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such Account; (viv) to the best of such Borrower's knowledge or any Guarantor'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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, Borrower's or such BorrowerGuarantor's books and records and all invoices and statements delivered to Agent or any Lender with respect thereto; (viivi) to the best of such Borrower's and each Guarantor's knowledge, all Account Debtors have the capacity to contract and are solventSolvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to none of Borrower or any Lien or claim except that Guarantor has received notice of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each ; (viii) none of Borrower agrees or any Guarantor has knowledge that any Account Debtor is unable generally to notify Agent pay its debts as they become due; (ix) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of Agent; (x) the Accounts have not been pledged or sold to any Person or otherwise encumbered and Borrower or a Guarantor is the owner of the Accounts free and clear of any Lien except that of Agent; and (xi) with respect to Accounts for which the Account Debtor is located in Minnesota or any Accounts (except as other state denying creditors access to Accounts not to exceed $250,000 its courts in the aggregate for absence of a Notice of Business Activities Report or other similar filing, Borrower or a Guarantor, as applicable, has either qualified as a foreign corporation authorized to transact business in such state or has filed all Borrowers at any time outstanding) scheduled on required Notice of Business Activities Reports or comparable filings with the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsapplicable Governmental Authority.

Account Warranties. With respect to all Eligible Accounts of any Borrower from time to time scheduled, listed or referred to on in any Accounts Trial Balance as Eligible Accounts certificate, statement or which such Borrower wants Agent report delivered to consider as Eligible Accountsthe Bank, such Borrower warrants the Borrowers warrant and represents represent to Agent and Lenders the Bank that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (ia) they the accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) they the accounts represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documents, if any, documents delivered to Agent and Lenders the Bank with respect theretoto the accounts; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (ivc) no payments have been or shall will be made thereon on the accounts except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent the Bank pursuant to this Agreement; (vd) to the best of such Borrower's knowledge there are no material setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from accounts and the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor account debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentfrom any account; (vie) to the best of such Borrower's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof of any account or tend to reduce the amount payable thereunder under any account as shown on the Accounts Trial Balancerespective certificates and statements, such Borrower's any of the books and records of a Borrower and all invoices and statements delivered to Agent the Bank with respect theretoto any account; (viif) to the best of such Borrower's knowledge, all Account Debtors account debtors have the capacity to contract and and, to the best of the Borrowers' knowledge, are solvent; (viiig) the services furnished and/or goods sold giving rise thereto to any account are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 belowthe Bank; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (xh) to the best of such Borrower's the Borrowers' knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which might result in any material adverse change in such Account Debtoraccount debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts ; (except as to Accounts i) the account is not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance an account with respect to which the warranties in this Subsection 3.3 account debtor is an Affiliate or a director, officer or employee of a Borrower or an Affiliate; (j) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (k) the account is not an account with respect to which the account debtor's obligation to pay the account is conditional upon the account debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and- hold, guaranteed sale, sale-and-return, or sale on approval basis; and (l) the amounts shown on the applicable certificates, statements, the books and records of the Borrowers and all invoices and statements which may be delivered to the Bank with respect to such accounts are actually and absolutely owing to one or more Borrower, as the case may be, and are not true in any way contingent. The Borrowers shall immediately notify the Bank in the event that any such Eligible Account ceases to satisfy the above representations and which such Borrower, therefore, does not want Agent to consider as Eligible Accountswarranties.

Account Warranties. With respect to the Accounts of any Borrower scheduled, listed or referred to from time to time on any Accounts Trial Balance as Eligible Accounts Receivable Aging Reports or which such Borrower wants Agent to consider as Eligible AccountsFinancial Statement, such Borrower warrants and represents to Agent and Lenders that Bank that: (except as to an aggregate amount of a) such Accounts of all Borrowers not to exceed $250,000 at any time): (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) they such Accounts are assignable and a security interest may be granted therein and such Accounts are subject to the first and prior perfected Lien and security interest of Bank (except for any Permitted Liens); (c) such Accounts represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained of the documents related thereto as delivered to Bank if so requested; (d) the Equipment, Goods or Inventory sold or leased, or the services rendered, which resulted in the documents, if any, creation of such Accounts have been delivered or rendered to Agent and Lenders with respect theretoaccepted by the applicable Account Debtor; (iiie) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent Bank, when and Lenders if so requested, with respect thereto to such Accounts are actually and absolutely owing to such the applicable Borrower and are not in any way contingent; (ivf) no payments have been or shall be made thereon except payments immediately (except for payments directed to upon such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this AgreementAccounts; (vg) to the best of such Borrower's knowledge there are no setoffsset-offs, counterclaims or disputes existing or or, to Borrower's best knowledge, asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) such Accounts and such Borrower has not made any agreement with any applicable Account Debtor for any deduction therefrom or discount from any such Account, except a discount or allowance discounts allowed by such Borrower in the ordinary course of its business for prompt payment; (vih) to the best knowledge of such Borrower's knowledge , there are no facts, events or occurrences which in any way impair the validity or enforcement thereof the enforceability of such Accounts or tend to reduce the amount amounts payable thereunder under such Accounts as shown on the Accounts Trial Balance, such Borrower's books and records of Borrower and all the invoices and statements delivered to Agent Bank, when and if so requested, with respect thereto; (viii) to the best knowledge of such Borrower's knowledge, all of the applicable Account Debtors with respect to such Accounts have the capacity to contract and are solvent; (viiij) such Accounts and the Equipment, Goods, Inventory sold or leased or the services furnished and/or goods sold rendered giving rise thereto to said Accounts are not subject to any Lien lien, security interest, claim, charge or claim any other encumbrance, except that for the first and prior perfected security interest of Agent Bank and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge those of any fact or circumstance which would impair holders of the validity or collectibility thereofPermitted Liens; and (xk) to the best knowledge of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any of the applicable Account Debtor Debtors which might result in any material adverse change in such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.

Account Warranties. With respect to Seller warrants, represents, covenants and agrees that the presently existing and hereafter arising, acquired or created Accounts of any Borrower scheduled, listed Seller sold to Allied or referred to on any Accounts Trial Balance as Eligible Accounts or in which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Allied obtains a security interest: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) they represent undisputed, bona fide transactions, completed in accordance are owing pursuant to Seller’s contract with the terms Account Debtor and provisions contained in such contract will not be amended without the documents, if any, delivered to Agent and Lenders with respect theretowritten consent of Allied; (iii) to will be paid when due (unless the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingentAccount was purchased Without Recourse); (iv) no payments have been are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the Accounts is free of all adverse claims, liens, security interests and restrictions on transfer, encumbrance or shall be made thereon pledge, except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to created by this Agreement; (v) to set forth the best correct and complete terms of such Borrower's knowledge there are no setoffssale, counterclaims which have not been and will not be altered or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentamended; (vi) are valid and owing, and all goods and services giving rise to the best Accounts have been provided or delivered in accordance with Seller’s agreement with the Account Debtor, or in the case of such Borrower's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend a Maintenance Account Seller has committed itself to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's books provide a year of maintenance and records and all invoices and statements delivered intends to Agent with respect theretodo so; (vii) to will not be paid by a preference payment or fraudulent transfer (as defined by the best Bankruptcy Code or the relevant law of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solventany state); (viii) the services furnished and/or goods sold giving rise thereto are not and shall not become subject to any Lien a defense or claim except in recoupment or setoff that of Agent and except as specifically permitted in Subsection 8.1 belowcan be asserted against Allied; (ix) such Borrower has no knowledge are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the date the Account is sold, or in which Seller owns an interest of any fact or circumstance which would impair the validity or collectibility thereofkind; (x) shall be reflected on Seller’s books and records as having been transferred, sold and conveyed to Allied if Allied purchases such Accounts; and (xxi) shall be evidenced by an invoice which has been issued to and received by the best of Account Debtor, and each such Borrower's knowledgeinvoice shall have printed on the face thereof a statement, there are no proceedings or actions which are threatened or pending against any approved by Allied, notifying the Account Debtor which might result in any material adverse change that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the address designated in such notice and that, if the Account Debtor's financial conditionis paid, the Account will be paid by the Account Debtor in accordance with such instructions. Each Borrower agrees to notify Agent The warranties and representations set forth herein shall apply as of the date each Account is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts (except as to Accounts not to exceed $250,000 in warranty, covenant or agreement set forth above, Seller shall repurchase the aggregate applicable Account for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this Subsection 3.3 Agreement are not true continuing warranties and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsrepresentations.

Account Warranties. With respect to Eligible Accounts of any Borrower scheduled, listed or referred to on in any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents delivered to Agent pursuant to the terms hereof, Borrower represents and Lenders that (warrants that, except as to an aggregate amount disclosed in the applicable Accounts Trial Balance, as of the date of each such Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance: (ia) they the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iiic) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing solely to such Borrower or one of Borrower's Subsidiaries and are not in any way contingent; (ivd) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreementthereon; (ve) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes asserted or, to the best knowledge of Borrower, existing or asserted with respect thereto (except to the extent deducted from the amount and neither Borrower nor any of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower its Subsidiaries has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance discounts or allowances allowed by such Borrower and its Subsidiaries in the ordinary course of its business for prompt payment; (vif) to the best of such Borrower's knowledge 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 as shown on the Accounts Trial Balancerespective Borrowing Base Certificate, such Borrower's and its Subsidiaries' books and records and all invoices and statements delivered to Agent with respect thereto; (viig) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solventSolvent; except, as to Solvency, for such Eligible Accounts as will not, in the aggregate, give rise to a Material Adverse Effect; and (viiih) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of for the first and valid fully perfected security interest granted to Agent hereunder, and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible AccountsPermitted Liens.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible or on any subsequent Accounts Trial Balance or which such Borrower wants Agent to consider as Eligible AccountsCollateral Report, such Borrower warrants Borrowers warrant and represents represent to Agent and Lenders that (that, except as to an aggregate amount of disclosed in such Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Collateral Report: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts amount, shown on the respective Accounts Trial Balance, such Borrower's Borrowers' books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower Borrowers and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter hereinafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such no Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymenttherefrom; (vi) to the best of such 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 as shown on the Accounts Trial Balance, such Borrower's Borrowers' books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's Borrowers' knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) such Accounts, and the services furnished and/or goods sold giving rise thereto thereto, are not subject to any Lien or claim except that of Agent Agent, on behalf of Lenders, and except as specifically permitted in Subsection subsection 8.1 below; (ix) such no Borrower has no any knowledge of any fact or circumstance which would impair the validity or collectibility thereof; , and (x) to the best of such Borrower's 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 such Account Debtor's financial condition. Each Borrower Representative agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection subsection 3.3 are not true and which such BorrowerBorrowers, therefore, does do not want Agent to consider as Eligible Accounts.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance (included in the initial Monthly Report attached hereto as Eligible EXHIBIT 3.1(A)) or on any subsequent Accounts Trial Balance or which such Borrower wants Agent to consider as Eligible AccountsBorrowing Base Certificate, such each Borrower warrants and represents to the Agent and Lenders that (each Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate as of the date thereof and as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): the information set forth therein: (i) they the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documents, if any, documents delivered to the Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on the applicable Borrower's books and records and all invoices and statements which may be delivered to the Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to the Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such no Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such the applicable Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such each Borrower's knowledge 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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, such the applicable Borrower's books and records and all invoices and statements delivered to the Agent with respect thereto; (vii) to the best of such each Borrower's knowledge, all Account Debtors have the capacity to contract and are solventSolvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien lien, claim, encumbrance or claim security interest except that of the Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereofexpressly contemplated hereby; and (xix) to the best of such each 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.

Account Warranties. With respect to Accounts of any Borrower all accounts from time to time scheduled, listed or referred to on in any Accounts Trial Balance as Eligible Accounts certificate, statement or which such Borrower wants Agent report delivered to consider as Eligible AccountsBank by Borrowers or any of them pursuant to this Agreement or the Loan Documents, such each Borrower warrants and represents to Agent and Lenders Bank that as of the date of such certificate, statement or report: (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (ia) they the accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) they the accounts represent undisputed, undisputed bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documentsdocuments delivered to Bank with respect to the accounts, if any, delivered to Agent and Lenders with respect thereto; (iiic) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no material setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) accounts and such no Borrower has not made any agreement with any Account Debtor account debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentfrom any account; (vid) to the best of such Borrower's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof of any account or tend to reduce the amount payable thereunder under any account as shown on the Accounts Trial Balancerespective certificates and statements, such Borrower's books and records and all invoices and statements delivered to Agent Bank with respect theretoto any account; (viie) to the best of such each Borrower's knowledge, all Account Debtors account debtors have the capacity to contract and are solvent; (viiif) the services furnished and/or goods sold giving rise thereto to any account are not subject to any Lien lien, claim, encumbrance or claim security interest except that of Agent and except as specifically permitted in Subsection 8.1 belowBank; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (xg) to the best of such each Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which might result in any material adverse change in such Account Debtoraccount debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts ; (except as to Accounts h) the account is not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance an account with respect to which the warranties in this Subsection 3.3 account debtor is an Affiliate or a director, officer or employee of any Borrower; (i) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (j) the account is not an account with respect to which the account debtor's obligation to pay the account is conditional upon the account debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-xxx-hold, guaranteed sale, sale-and-return, or sale on approval basis; and (k) the amounts shown on the applicable certificates, statements, Borrower's books and records and all invoices and statements which may be delivered to Bank with respect to such accounts are actually and absolutely owing to such Borrower and are not true in any way contingent. Borrowers shall promptly but in any event within five (5) Business Days, notify Bank in the event that any such account ceases to satisfy the above representations and which such Borrower, therefore, does not want Agent to consider as Eligible Accountswarranties.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible (included in the initial Weekly Report in form and substance satisfactory to the Agent) or on any subsequent Accounts Trial Balance or which such Monthly Report, the Borrower wants Agent represents and warrants to consider as Eligible Accounts, such Borrower warrants and represents to the Agent and Lenders that (each Lender that, except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Monthly Report: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory or the provision of services to customers in the ordinary course of business completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to the Agent and Lenders each Lender with respect theretothereto and are not evidenced by a judgment, instrument or chattel paper; (iiiii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on the Borrower's books and records and all invoices and statements which may be delivered to the Agent and Lenders or any Lender with respect thereto are actually and absolutely owing to such the Borrower and are not in any way contingent; (iviii) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent a Blocked Account pursuant to this Agreement; (viv) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to and the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such the Borrower in the ordinary course of its business for prompt paymentpayment and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such account; (viv) to the best of such the Borrower's knowledge 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 as shown on the respective Accounts Trial BalanceBalances or Monthly Reports, such the Borrower's books and records and all invoices and statements delivered to the Agent or any Lender with respect thereto; (viivi) to the best of such the Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has received no knowledge notice of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such 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 such Account Debtor's financial condition. Each ; (viii) the Borrower agrees has no knowledge that any Account Debtor is unable generally to notify Agent pay its debts as they become due; (ix) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (x) the services furnished and/or goods sold giving rise thereto are not subject to any Lien except that of the Agent; (xi) the goods, the sale of which gave rise to the Account, are not, and will not at the time of sale thereof, subject to any Lien except that of the Agent, for the benefit of the Lenders; (xii) the Accounts have not been pledged or sold to any Person or otherwise encumbered and the Borrower is the owner of the Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xiii) with respect to Accounts for which the Account Debtor is located in any Accounts (except as state denying creditors access to Accounts not to exceed $250,000 its courts in the aggregate for absence of a Notice of Business Activities Report or other similar filing, the Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all Borrowers at any time outstanding) scheduled on required Notice of Business Activities Reports or comparable filings with the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsapplicable governmental agency or authority.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible or on any subsequent Accounts or which such Borrower wants Agent to consider as Eligible AccountsTrial Balance, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Lender that: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders Lender with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders Lender with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent Lender pursuant to this Agreement; (v) to the best of such Borrower's knowledge knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such Borrower's knowledge there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent Lender with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent Lender and except as specifically permitted in Subsection subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings knowproceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each Borrower agrees to notify Agent Lender with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection subsection 3.3 are not true and which such Borrower, therefore, does not want Agent Lender to consider as Eligible Accounts.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed ------------------ or referred to on the initial Accounts Trial Balance, on any subsequent Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accountson any Collateral Report or Monthly Report, such the Borrower warrants and represents to the Agent and Lenders that each Lender that: (except as a) it is the lawful owner of such Accounts and it has the right to an aggregate amount subject such Accounts to a security interest in favor of Accounts the Agent, for the benefit of all Borrowers not to exceed $250,000 at any time): the Lenders; (ib) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iic) they represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documents, if any, documents delivered to the Agent and Lenders with respect thereto; (iiid) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such the respective Collateral Report or Monthly Report, the Borrower's books and records records, and all invoices and statements which may be delivered to the Agent and Lenders with respect thereto thereto, are actually and absolutely owing to such the Borrower and are not in any way contingent; (ive) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to the Agent pursuant to this Agreement; (vf) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted asserted, or, to the best of the Borrower's knowledge, existing, with respect thereto (except to and the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such the Borrower in the ordinary course of its business for prompt payment; (vig) to the best of such Borrower's knowledge there are no facts, events or occurrences of which the Borrower has knowledge which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balance, such the respective Collateral Report or Monthly Report, the Borrower's books and records records, and all invoices and statements delivered to the Agent with respect thereto; (viih) to the best of such the Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viiii) the services furnished and/or goods sold giving rise thereto are not subject were not, at the time of sale by the Borrower to any Lien Account Debtor, subject, to any lien, claim, encumbrance or claim security interest except that of Agent the Agent, for the benefit of the Lenders, and except as specifically permitted in Subsection 8.1 below; (ixj) such the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (xk) to the best of such the 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any ; and (1) such Accounts (except as to Accounts not to exceed $250,000 in satisfy the aggregate objective criteria for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider inclusion as Eligible Accounts.Accounts set forth in Section 3.2. -----------

Account Warranties. With respect to Seller warrants, represents, covenants and ------------------- agrees that the presently existing and hereafter arising, acquired or created Accounts of any Borrower scheduled, listed Seller sold to Allied or referred to on any Accounts Trial Balance as Eligible Accounts or in which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Allied obtains a security interest: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) they represent undisputed, bona fide transactions, completed in accordance with will be paid when due (unless the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect theretoAccount was purchased Without Recourse); (iii) are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the best Accounts is free of such Borrowerall adverse claims, liens, security interests and restrictions on transfer, encumbrance or pledge, except as created by this Agreement; (iv) set forth the correct and complete terms of sale, which have not been and will not be altered or amended; (v) are valid and owing, and all goods and services giving rise to the Accounts have been provided or delivered in accordance with Seller's knowledge agreement with the amounts shown Account Debtor; (vi) will not be paid by a preference payment or fraudulent transfer (as defined by the Bankruptcy Code or the relevant law of any state); (vii) are not and shall not become subject to a defense or claim in recoupment or setoff that can be asserted against Allied; (viii) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the date the Account is sold, or in which Seller owns an interest of any kind; (ix) shall be reflected on the respective Accounts Trial Balance, such BorrowerSeller's books and records in accordance with generally accepted accounting principles and all invoices disclosures required by the Securities and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such 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 as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereofExchange Commission; and (x) to shall be evidenced by an invoice, and each invoice shall have printed on the best of such Borrower's knowledgeface thereof a statement, there are no proceedings or actions which are threatened or pending against any approved by Allied, notifying the Account Debtor which might result in any material adverse change that the invoice has been sold and assigned to _____ INITIAL Exhibit 4.1 Allied and is payable only to Allied (or jointly to Allied and Seller) at the address designated in such notice and that, if the Account Debtor's financial conditionis paid, the Account will be paid by the Account Debtor in accordance with such instructions. Each Borrower agrees to notify Agent The warranties and representations set forth herein shall apply as of the date each Account is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts (except as to Accounts not to exceed $250,000 in warranty, covenant or agreement set forth above, Seller shall repurchase the aggregate applicable Account for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller's default for breach of warranty with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible AccountsAccount.

Account Warranties. With respect to The Company warrants and represents that the Agent may rely, in determining which Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Borrowing Base Certificate are Eligible Accounts, without independent investigation on all statements or representations made by the Company on or with respect to any such Borrower warrants and represents to Agent and Lenders that Borrowing Base Certificate and, unless otherwise indicated in writing by the Company (except as to in which case such Account shall not be considered an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Eligible Account), that: (i) they such Accounts are genuine, are in all material respects what they purport to be, and are not evidenced by a judgment; judgment and, if evidenced by any instrument or chattel paper (as such terms are defined in the UCC), are evidenced by only one executed original thereof, which has been endorsed and delivered to the Agent; (ii) they such Accounts represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect any documents related thereto; ; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial BalanceBorrowing Base Certificate, such Borrower's books and records and all invoices and statements which may be delivered to the Agent and Lenders with respect thereto to any Account, if any, are actually and absolutely owing to such Borrower and the Company or an Eligible Subsidiary Guarantor and, to the best of the Company's knowledge, are not in contingent for any way contingent; reason; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of the Company's knowledge, except as may be disclosed on such Borrower's knowledge Borrowing Base Certificate, there are no setoffsset-offs, counterclaims or disputes existing or asserted with respect thereto (except to any Accounts included on a Borrowing Base Certificate, and neither the extent deducted from the amount of the relevant Account in determining the amount of the relevant Company nor any Eligible Account) and such Borrower Subsidiary Guarantor has not made any agreement with any Account Debtor for any deduction therefrom from such Account, except a discount for discounts or allowance allowances allowed by such Borrower the Company or an Eligible Subsidiary Guarantor in the ordinary course of its business for prompt payment; , all of which discounts or allowances are reflected in the calculation of the invoice related to such Account; (viv) to the best of such Borrowerthe Company's knowledge knowledge, there are no facts, events events, or occurrences which in any way impair the validity or enforcement thereof enforceability of any of the Accounts or tend to reduce the amount payable thereunder as from the amount of the invoice shown on the Accounts Trial Balanceany Borrowing Base Certificate, such Borrower's books and records and on all contracts, invoices and statements delivered to the Agent with respect thereto; , if any; (viivi) to the best of such Borrowerthe Company's knowledge, all Account Debtors have are solvent and had the capacity to contract at the time any contract or other document giving rise to the Account was executed; (vii) the goods, the sale of which gave rise to the Accounts, are not, and are solvent; were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of the Agent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower Company has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and collectability of any of the Accounts; (xix) to the best of such Borrowerthe Company's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might reasonably be expected to result in any material adverse change in such Account Debtor's its financial or other condition. Each Borrower agrees to notify Agent with respect ; and (x) the Accounts have not been pledged to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsother Person.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible or on any subsequent Accounts Trial Balance or which such Borrowing Base Certificate, the Borrower wants Agent represents and warrants to consider as Eligible Accounts, such Borrower warrants and represents to the Agent and Lenders that (each Lender that, except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Borrowing Base Certificate: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory and services to customers in the ordinary course of business completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to the Agent and Lenders each Lender with respect theretothereto and are not evidenced by a judgment or by an Instrument or Chattel Paper; (iiiii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on the Borrower's books and records and all invoices and statements which may be delivered to the Agent and Lenders or any Lender with respect thereto are actually and absolutely owing to such the Borrower and are not in any way contingent; (iviii) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent a Blocked Account pursuant to this Agreement; (viv) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to and the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such the Borrower in the ordinary course of its business for prompt paymentpayment or volume discounts and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such Account; (viv) to the best of such the Borrower's knowledge 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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, such the Borrower's books and records and all invoices and statements delivered to the Agent or any Lender with respect thereto; (viivi) to the best of such the Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against that any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each Borrower agrees is unable generally to notify Agent with respect to any Accounts (except pay its debts as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.they become due;

Account Warranties. With respect to Eligible Accounts of any Borrower scheduled, ------------------ listed or referred to on in any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents delivered to Agent pursuant to the terms hereof, Borrower represents and Lenders that (warrants that, except as to an aggregate amount disclosed in the applicable Accounts Trial Balance, as of the date of each such Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance: (ia) they the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iiic) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing solely to such Borrower or one of Borrower's Subsidiaries and are not in any way contingent; (ivd) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreementthereon; (ve) to the best of such Borrower's knowledge there are no setoffsmaterial set-offs, counterclaims or disputes asserted or, to the best knowledge of Borrower, existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount for discounts or allowance allowances allowed by such Borrower and its Subsidiaries in the ordinary course of its business for prompt payment; (vif) to the best of such Borrower's knowledge knowledge, there are no facts, events or occurrences which impair in any way impair material respect the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balancerespective Borrowing Base Certificate, such Borrower's and its Subsidiaries' books and records and all invoices and statements delivered to Agent with respect thereto; (viig) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solventSolvent; except, as to Solvency, for such Eligible Accounts as will not, in the aggregate, give rise to a Material Adverse Effect; and (viiih) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of for the first and valid fully perfected security interest granted to Agent hereunder, and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible AccountsPermitted Liens.

Account Warranties. With respect to Seller warrants, represents, covenants and agrees that the presently existing and hereafter arising, acquired or created Accounts of any Borrower scheduled, listed Seller sold to Allied or referred to on any Accounts Trial Balance as Eligible Accounts or in which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Allied obtains a security interest: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) they represent undisputed, bona fide transactions, completed in accordance with will be paid when due (unless the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect theretoAccount was purchased Without Recourse); (iii) are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the best Accounts is free of such Borrowerall adverse claims, liens, security interests and restrictions on transfer, encumbrance or pledge, except as created by this Agreement; (iv) set forth the correct and complete terms of sale, which have not been and will not be altered or amended; (v) are valid and owing, and all goods and services giving rise to the Accounts have been provided or delivered in accordance with Seller's knowledge agreement with the amounts shown Account Debtor; (vi) will not be paid by a preference payment or fraudulent transfer (as defined by the Bankruptcy Code or the relevant law of any state); (vii) are not and shall not become subject to a defense or claim in recoupment or setoff that can be asserted against Allied; (viii) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the date the Account is sold, or in which Seller owns an interest of any kind; (ix) shall be reflected on the respective Accounts Trial Balance, such BorrowerSeller's books and records as having been transferred, sold and all invoices and statements which may be delivered conveyed to Agent and Lenders with respect thereto are actually and absolutely owing to Allied if Allied purchases such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such 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 as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereofAccounts; and (x) to shall be evidenced by an invoice, and each invoice shall have printed on the best of such Borrower's knowledgeface thereof a statement, there are no proceedings or actions which are threatened or pending against any approved by Allied, notifying the Account Debtor which might result in any material adverse change that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the address designated in such notice and that, if the Account Debtor's financial conditionis paid, the Account will be paid by the Account Debtor in accordance with such instructions. Each Borrower agrees to notify Agent The warranties and representations set forth herein shall apply as of the date each Account is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts (except as to Accounts not to exceed $250,000 in warranty, covenant or agreement set forth above, Seller shall repurchase the aggregate applicable Account for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller's default for breach of warranty with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible AccountsAccount.

Account Warranties. With respect to Accounts of any Borrower all accounts from time to time scheduled, listed or referred to on in any Accounts Trial Balance as Eligible Accounts certificate, statement or which such Borrower wants Agent report delivered to consider as Eligible Accountsthe Lender, such Borrower warrants the Borrowers, individually and represents collectively, warrant and represent to Agent and Lenders the Lender that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (ia) they the accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) they the accounts represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documents, if any, documents delivered to Agent and Lenders the Lender with respect theretoto the accounts; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (ivc) no payments have been or shall will be made thereon on the accounts except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent the Lender pursuant to this Agreement; (vd) to the best of such Borrower's knowledge except as described on Schedule 4.28, there are no material setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) accounts and such no Borrower has not made any agreement with any Account Debtor account debtor for any material deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentfrom any account; (vie) to the best of such 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 as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect theretoof any account; (viif) to the best of such Borrower's the Borrowers’ knowledge, all Account Debtors account debtors have the capacity to contract and are solvent; (viiig) the services furnished and/or goods sold giving rise thereto to any account are not subject to any Lien lien, claim, encumbrance or claim security interest except that of Agent and except as specifically permitted in Subsection 8.1 belowthe Lender; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (xh) to the best of such Borrower's the Borrowers’ knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which might result in any material adverse change in such Account Debtor's account debtor’s financial condition. Each Borrower agrees to notify Agent with respect to any Accounts ; (except as to Accounts i) the account is not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance an account with respect to which the warranties in this Subsection 3.3 account debtor is an Affiliate or a director, officer or employee of the Borrowers or any Affiliate; (j) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (k) the account is not an account with respect to which the account debtor’s obligation to pay the account is conditional upon the account debtor’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, or sale on approval basis; (1) the amounts shown on the applicable certificates, statements, each Borrower’s books and records and all invoices and statements which may be delivered to the Lender with respect to such accounts are actually and absolutely owing to such Borrowers and are not true in any way contingent; and (m) the accounts are not accounts which have been factored with a factoring company. The Administrative Borrower shall immediately notify the Lender in the event that any such Borrower, therefore, does not want Agent account ceases to consider as Eligible Accountssatisfy the above representations and warranties.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts Collateral Certificate or which such Borrower wants Agent Monthly Borrowing Base Certificate, the Borrowers warrant and represent to consider as Eligible Accountsthe Bank that, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): otherwise disclosed: (i) they the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documents, if any, documents delivered to the Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's applicable Collateral Certificate or Monthly Borrowing Base Certificate and on the Borrowers' books and records and all invoices and statements which may be delivered to Agent and Lenders the Bank with respect thereto are actually and absolutely owing to such Borrower one of the Borrowers and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to and the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has Borrowers have not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (viv) to the best of such Borrower's the Borrowers' 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 as shown on the Accounts Trial Balance, such Borrower's respective Collateral Certificate or Monthly Borrowing Base Certificate the Borrowers' books and records and all invoices and statements delivered to the Agent with respect thereto; (viivi) to the best of such Borrower's knowledgethe Borrowers' knowledge as of the date any certificate or report delivered to Bank pursuant to this Agreement, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.;

Account Warranties. With respect to Accounts of any Borrower all accounts from time to time scheduled, listed or referred to on in any Accounts Trial Balance as Eligible Accounts certificate, statement or which such Borrower wants Agent report delivered to consider as Eligible AccountsBank by Borrowers or any of them pursuant to this Agreement or the Loan Documents, such each Borrower warrants and represents to Agent and Lenders Bank that as of the date of such certificate, statement or report: (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (ia) they the accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) they the accounts represent undisputed, undisputed bona fide transactions, transactions completed in accordance with the terms and provisions contained in the documentsdocuments delivered to Bank with respect to the accounts, if any, delivered to Agent and Lenders with respect thereto; (iiic) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no material setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) accounts and such no Borrower has not made any agreement with any Account Debtor account debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentfrom any account; (vid) to the best of such Borrower's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof of any account or tend to reduce the amount payable thereunder under any account as shown on the Accounts Trial Balancerespective certificates and statements, such Borrower's ’s books and records and all invoices and statements delivered to Agent Bank with respect theretoto any account; (viie) to the best of such each Borrower's ’s knowledge, all Account Debtors account debtors have the capacity to contract and are solvent; (viiif) the services furnished and/or goods sold giving rise thereto to any account are not subject to any Lien lien, claim, encumbrance or claim security interest except that of Agent and except as specifically permitted in Subsection 8.1 belowBank; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (xg) to the best of such each Borrower's ’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which might result in any material adverse change in such Account Debtor's account debtor’s financial condition. Each Borrower agrees to notify Agent with respect to any Accounts ; (except as to Accounts h) the account is not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance an account with respect to which the warranties in this Subsection 3.3 account debtor is an Affiliate or a director, officer or employee of any Borrower; (i) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (j) the account is not an account with respect to which the account debtor’s obligation to pay the account is conditional upon the account debtor’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bxxx-and-hold, guaranteed sale, sale-and-return, or sale on approval basis; and (k) the amounts shown on the applicable certificates, statements, Borrower’s books and records and all invoices and statements which may be delivered to Bank with respect to such accounts are actually and absolutely owing to such Borrower and are not true in any way contingent. Borrowers shall promptly but in any event within five (5) Business Days, notify Bank in the event that any such account ceases to satisfy the above representations and which such Borrower, therefore, does not want Agent to consider as Eligible Accountswarranties.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance (included in the initial Monthly Report attached as Eligible Exhibit 3.1-1) or on any subsequent Accounts Trial Balance or which such Borrowing Base Certificate, the Borrower wants Agent represents and warrants to consider as Eligible Accounts, such Borrower warrants and represents to the Agent and Lenders that (each Lender that, except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Borrowing Base Certificate: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory or the provision of services to customers completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to the Agent and Lenders each Lender with respect theretothereto and are not evidenced by a judgment or by an Instrument or Chattel Paper; (iiiii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on the Borrower's books and records and all invoices and statements which may be delivered to the Agent and Lenders or any Lender with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingentthe Borrower; (iviii) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent a Blocked Account pursuant to this Agreement; (viv) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to and the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such the Borrower in the ordinary course of its business for prompt paymentpayment and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such Account; (viv) to the best of such the Borrower's knowledge 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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, such the Borrower's books and records and all invoices and statements delivered to the Agent or any Lender with respect thereto; (viivi) to the best of such the Borrower's knowledge, all Account Debtors have the capacity to contract and are solventSolvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge not received any notice of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which might could reasonably result in any material adverse change in such Account Debtor's financial condition. Each ; (viii) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (ix) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of the Agent, for the benefit of the Lenders; (x) the Accounts have not been pledged or sold to any Person or otherwise encumbered and the Borrower agrees to notify Agent is the owner of its Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xi) with respect to Accounts for which its Account Debtor is located in any Accounts (except as state denying creditors access to Accounts not to exceed $250,000 its courts in the aggregate for absence of a Notice of Business Activities Report or other similar filing, the Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all Borrowers at any time outstanding) scheduled on required Notice of Business Activities Reports or comparable filings with the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsapplicable governmental agency or authority.

Account Warranties. With respect to Seller warrants, represents, covenants and agrees that the presently existing and hereafter arising, acquired or created Accounts of any Borrower scheduled, listed Seller sold to Allied or referred to on any Accounts Trial Balance as Eligible Accounts or in which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Allied obtains a security interest: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) they represent undisputedare owing pursuant to Seller’s contract, bona fide transactionsagreement, completed in accordance service order, quite, purchase order, work order, statement of work or other form of agreement with the terms Account Debtor and provisions contained in such contract or other documentation will not be amended without the documents, if any, delivered to Agent and Lenders with respect theretowritten consent of Allied; (iii) will be paid when due (unless the Account was purchased Without Recourse); (iv) are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the best Accounts is free of all adverse claims, liens, security interests and restrictions on transfer, encumbrance or pledge, except (a) as created by this Agreement, and (b) liens securing the Secured Convertible Promissory Notes to the extent such liens are subordinate to the liens in favor of Allied pursuant to an intercreditor or other agreement, in form and substance satisfactory to Allied, executed by the holder(s) of such Borrowerliens; (v) set forth the correct and complete terms of sale, was applicable to the agreement or other documentation described in clause (ii) above, and which have not been and will not be altered or amended; (vi) are valid and owing, and all goods and services giving rise to the Accounts have been provided or delivered in accordance with Seller's knowledge agreement with the amounts shown Account Debtor; (vii) will not be paid by a preference payment or fraudulent transfer (as defined by the Bankruptcy Code or the relevant law of any state); (viii) are not and shall not become subject to a defense or claim in recoupment or setoff that can be asserted against Allied; (ix) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the date the Account is sold, or in which Seller owns an interest of any kind; (x) shall be reflected on the respective Accounts Trial Balance, such BorrowerSeller's books and records as having been transferred, sold and all invoices and statements which may be delivered conveyed to Agent and Lenders with respect thereto are actually and absolutely owing to Allied if Allied purchases such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such 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 as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereofAccounts; and (xxi) shall be evidenced by an invoice which has been issued to and received by the best of Account Debtor, and each such Borrower's knowledgeinvoice shall have printed on the face thereof a statement, there are mutually agreed upon by Allied and Seller if no proceedings or actions which are threatened or pending against any default by Seller exists hereunder and approved by Allied in its sole discretion if Seller defaults hereunder, notifying the Account Debtor which might result in any material adverse change that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the address designated in such notice and that, if the Account Debtor's financial conditionis paid, the Account will be paid by the Account Debtor in accordance with such instructions. Each Borrower agrees to notify Agent The warranties and representations set forth herein shall apply as of the date each Account is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts (except as to Accounts not to exceed $250,000 in warranty, covenant or agreement set forth above, Seller shall repurchase the aggregate applicable Account for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this Subsection 3.3 Agreement are not true continuing warranties and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsrepresentations.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible included in the initial Monthly Report or on any subsequent Accounts Trial Balance or which such Borrowing Base Certificate of Borrowers, each Borrower wants Agent represents and warrants to consider as Eligible AccountsLender that, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Borrowing Base Certificate: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory by such Borrower or the provision of services to customers in the ordinary course of business completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to Agent and Lenders Lender with respect theretothereto and are not evidenced by a judgment or by an Instrument or Chattel Paper (ii) with respect to Deferred Billing Program Accounts, arise or are related to bona fide credit card sales of Inventory by such Borrower or the provision of services to Consumers in the ordinary course of business completed in accordance with the terms and provisions of the applicable Credit Card Service Agreement with respect thereto and are not evidenced by a judgment or by an Instrument or Chattel Paper; (iii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, Balance and on such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders Lender with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to a Master Account or other Bank Agent Account maintained for that purpose pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has Borrowers have not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentpayment and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such Account unless such setoff, claim or dispute has been waived by such Account Debtor in writing; (vi) to the best of such Borrower's knowledge Borrowers' 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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, such Borrower's books and records and all invoices and statements delivered to Agent Lender with respect thereto; (vii) to the best of such Borrower's Borrowers' knowledge, all Account Debtors have the capacity to contract and are solventSolvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that Borrowers have received no notice of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each ; (ix) Borrowers have no knowledge that any Account Debtor is unable generally to pay its debts as they become due; (x) the Accounts do not arise from or relate to the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (xi) the services furnished and/or Inventory sold giving rise or relating to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of Lender; (xii) the Accounts have not been pledged or sold to any Person or otherwise encumbered and such Borrower agrees to notify Agent is the owner of the Accounts free and clear of any Lien except that of Lender; (xiii) with respect to Accounts for which the Account Debtor is located in any Accounts (except as state denying creditors access to Accounts not to exceed $250,000 its courts in the aggregate for absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all Borrowers at any time outstandingrequired Notice of Business Activities Reports or comparable filings with the applicable Governmental Authority; and (xiv) scheduled on the Accounts Trial Balance with respect to which Deferred Billing Program Accounts, such Borrower has received authorization from a Credit Card Servicer prior to shipping the warranties in this Subsection 3.3 are not true Inventory giving rise to such Deferred Billing Program Account and, if the Deferred Billing Program Account is unpaid more than 60 days from the date the underlying Inventory was shipped, has received subsequent authorization between 30 and which 60 days of shipping such Borrower, therefore, does not want Agent to consider as Eligible AccountsInventory.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible included in the initial Monthly Report or on any subsequent Accounts Trial Balance or which such Borrower wants Agent to consider as Eligible AccountsBorrowing Base Certificate of a Borrower, such Borrower represents and warrants and represents to Agent and Lenders that (Lender that, except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Borrowing Base Certificate: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory by such Borrower or the provision of services to customers in the ordinary course of business completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to Agent and Lenders Lender with respect theretothereto and are not evidenced by a judgment or by an Instrument or Chattel Paper; (iiiii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, Balance and on such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders Lender with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iviii) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent a Depositary Account pursuant to this Agreement, or, if misdirected (through no fault of the Borrowers) to any Affiliate or employee of the Borrowers, Borrowers or such other Persons remitted the same or cause the same to be deposited, in kind, into the respective Depositary Accounts or, at the direction of Lender, remitted the same, or caused the same to be remitted, in kind, to Lender at Xxxxxx's address set forth in SECTION 14.3; (viv) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has Borrowers have not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentpayment and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such Account; (viv) to the best of such Borrower's knowledge Borrowers' 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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, such Borrower's books and records and all invoices and statements delivered to Agent Lender with respect thereto; (viivi) to the best of such Borrower's Borrowers' knowledge, all Account Debtors have the capacity to contract and are solventSolvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that Borrowers have received no notice of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each ; (viii) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (ix) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of Lender; (x) the Accounts have not been pledged or sold to any Person or otherwise encumbered and such Borrower agrees to notify Agent is the owner of the Accounts free and clear of any Lien except that of Lender; and (xi) with respect to Accounts for which the Account Debtor is located in any Accounts (except as state denying creditors access to Accounts not to exceed $250,000 its courts in the aggregate for absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all Borrowers at any time outstanding) scheduled on required Notice of Business Activities Reports or comparable filings with the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsapplicable Governmental Authority.

Account Warranties. With respect to Eligible Accounts of any Borrower scheduled, ------------------ listed or referred to on in any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents delivered to Agent pursuant to the terms hereof, Borrower represents and Lenders that (warrants that, except as to an aggregate amount disclosed in the applicable Accounts Trial Balance, as of the date of each such Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance: (ia) they the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iiic) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing solely to such Borrower or one of Borrower's Subsidiaries and are not in any way contingent; (ivd) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreementthereon; (ve) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes asserted or, to the best knowledge of Borrower, existing or asserted with respect thereto (except to the extent deducted from the amount and neither Borrower nor any of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower its Subsidiaries has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance discounts or allowances allowed by such Borrower and its Subsidiaries in the ordinary course of its business for prompt payment; (vif) to the best of such Borrower's knowledge 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 as shown on the Accounts Trial Balancerespective Borrowing Base Certificate, such Borrower's and its Subsidiaries' books and records and all invoices and statements delivered to Agent with respect thereto; (viig) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solventSolvent; except, as to Solvency, for such Eligible Accounts as will not, in the aggregate, give rise to a Material Adverse Effect; and (viiih) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of for the first and valid fully perfected security interest granted to Agent hereunder, and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such 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 such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible AccountsPermitted Liens.

Account Warranties. With respect to Accounts each Account included as an Eligible Account in the books or records of Day Runner, or in any Borrower scheduledBorrowing Base Certificate, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible AccountsMonthly Report, such Borrower warrants and the respective account debtor, Day Runner hereby represents to Agent and the Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): the "ACCOUNT WARRANTIES") that: (ia) they are The Account is genuine, are is in all respects what they purport it purports to be, and are is not evidenced by a judgment; ; (iib) they represent undisputed, The Account represents a bona fide transactions, transaction completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders documents with respect thereto; ; (iiic) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower Runner has not made any agreement with any Account Debtor the account debtor for any deduction therefrom credit, offset or reduction with respect to the Account, except a discount or allowance allowed by such Borrower for prompt payment granted in the ordinary course of its business for prompt payment; consistent with past practice; (vid) There are no facts or circumstances to the best of such BorrowerDay Runner's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend collectability of the Account to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; thereunder; (viie) The services furnished or goods sold or leased giving rise to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are when delivered were not subject to any Lien or claim except that in favor of the Administrative Agent and except as specifically permitted for Permitted Liens; (f) No payments have been or shall be made on the Account except payments deposited in Subsection 8.1 below; accounts with the Administrative Agent or delivered to the Administrative Agent pursuant to this Agreement; (ixg) such Borrower To Day Runner's knowledge, account debtor is solvent, and Day Runner has no knowledge of any fact proceeding or circumstance action which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are is threatened or pending against any Account Debtor such account debtor which might could result in any material adverse change in such Account Debtoraccount debtor's financial condition; and (h) The Account meets all other requirements to be an Eligible Account. Each Borrower agrees to notify Agent with respect to If any Accounts (except as to Accounts not to exceed $250,000 Account Warranty stated in the aggregate for all Borrowers this Section is breached when made, or is no longer true at any time outstanding) scheduled on thereafter, as to any Account, the Accounts Trial Balance with respect Administrative Agent may at any time determine that such Account is not an Eligible Account, but the breach of any Account Warranty shall not constitute an Event of Default if the Account Warranty was true, to which the warranties in this Subsection 3.3 are not true and which such Borrowerbest of Day Runner's knowledge, therefore, does not want Agent to consider as Eligible Accountswhen it was made.

Account Warranties. With respect Seller warrants, represents and covenants to Purchaser and agrees that the presently existing and hereafter arising, acquired or created Accounts of any Borrower scheduled, listed Seller sold to Purchaser or referred to on any Accounts Trial Balance as Eligible Accounts or in which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Purchaser obtains a security interest: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) they represent undisputed, bona fide transactions, completed in accordance are owing pursuant to Seller’s contract with the terms Account Debtor and provisions contained in such contract will not be amended without the documents, if any, delivered to Agent and Lenders with respect theretowritten consent of Purchaser; (iii) to will be paid when due (unless the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingentAccount was purchased Without Recourse); (iv) no payments have been are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the Accounts is free of all claims, liens, security interests and restrictions on transfer, encumbrance or shall be made thereon pledge, except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to created by this Agreement; (v) to set forth the best correct and complete terms of such Borrower's knowledge there are no setoffssale, counterclaims which have not been and will not be altered or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentamended; (vi) are valid and owing, and all goods and services giving rise to the best Accounts have been provided or delivered in accordance with Seller's agreement with the Account Debtor; (vii) will not be paid by a preference payment or fraudulent transfer (as defined by the federal Bankruptcy Code or the relevant law of such Borrower's knowledge there any state); (viii) are no factsnot and shall not become subject to a defense or claim in recoupment or setoff that can be asserted against Purchaser; (ix) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the date the Account is sold, events or occurrences in which in Seller owns an interest of any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown kind; (x) shall be reflected on the Accounts Trial Balance, such BorrowerSeller's books and records as having been transferred, sold and all invoices and statements delivered conveyed to Agent with respect thereto; (vii) to the best of Purchaser if Purchaser purchases such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereofAccounts; and (xxi) shall be evidenced by an invoice which has been issued to and received by the best of Account Debtor, and each such Borrower's knowledgeinvoice shall have printed on the face thereof a statement, there are no proceedings or actions which are threatened or pending against any approved by Purchaser, notifying the Account Debtor which might result in any material adverse change (a) that the invoice has been assigned to Purchaser and is payable only to Purchaser at the address designated in such notice and (b) that, if the Account Debtor's financial conditionis paid, the Account will be paid by the Account Debtor in accordance with such instructions. Each Borrower agrees to notify Agent The warranties and representations set forth herein shall apply as of the date each Account is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts (except as to Accounts not to exceed $250,000 in warranty, covenant or agreement set forth above, Seller shall repurchase from Purchaser the aggregate applicable Account for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this Subsection 3.3 Agreement are not true continuing warranties and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsrepresentations.

Account Warranties. With respect to Seller warrants, represents, covenants and agrees that the presently existing and hereafter arising, acquired or created Accounts of any Borrower scheduled, listed Seller sold to Allied or referred to on any Accounts Trial Balance as Eligible Accounts or in which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): Allied obtains a security interest: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) they represent undisputed, bona fide transactions, completed in accordance with will be paid when due (unless the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect theretoAccount was purchased Without Recourse); (iii) are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the best Accounts is free of such Borrowerall adverse claims, liens, security interests and restrictions on transfer, encumbrance or pledge, except as created by this Agreement; (iv) set forth the correct and complete terms of sale, which have not been and will not be altered or amended; (v) are valid and owing, and all goods and services giving rise to the Accounts have been provided or delivered in accordance with Seller's knowledge agreement with the amounts shown Account Debtor; (vi) will not be paid by a preference payment or fraudulent transfer (as defined by the Bankruptcy Code or the relevant law of any state); (vii) are not and shall not become subject to a defense or claim in recoupment or setoff that can be asserted against Allied; (viii) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the date the Account is sold, or in which Seller owns an interest of any kind; (ix) shall be reflected on the respective Accounts Trial Balance, such BorrowerSeller's books and records as having been transferred, sold and all invoices and statements which may be delivered conveyed to Agent and Lenders with respect thereto are actually and absolutely owing to Allied if Allied purchases such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such 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 as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereofAccounts; and (x) to shall be evidenced by an invoice, and each invoice shall have printed on the best of such Borrower's knowledgeface thereof a statement, there are no proceedings or actions which are threatened or pending against any approved by Allied, notifying the Account Debtor which might result in any material adverse change that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the address designated in such notice and that, if the Account Debtor's financial conditionis paid, the Account will be paid by the Account Debtor in accordance with such instructions. Each Borrower agrees to notify Agent The warranties and representations set forth herein shall apply as of the date each Account is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts (except as to Accounts not to exceed $250,000 in warranty, covenant or agreement set forth above, Seller shall repurchase the aggregate applicable Account for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this Subsection 3.3 Agreement are not true continuing warranties and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsrepresentations.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any the initial Accounts Trial Balance as Eligible included in the initial Monthly Report or on any subsequent Accounts Trial Balance or which such Borrowing Base Certificate, each Borrower wants Agent represents and warrants to consider as Eligible Accounts, such Borrower warrants and represents to the Agent and Lenders that (each Lender that, except as to an aggregate amount of disclosed in the applicable Accounts of all Borrowers not to exceed $250,000 at any time): Trial Balance or Borrowing Base Certificate: (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they the Accounts represent undisputed, bona fide transactions, sales of Inventory or the provision of services to customers in the ordinary course of business completed in accordance with the terms and provisions contained in the documents, if any, delivered documents available to the Agent and Lenders each Lender with respect theretothereto and are not evidenced by a judgment or by an Instrument or Chattel Paper; (iiiii) to the best of such Borrower's knowledge the amounts shown on the respective applicable Accounts Trial Balance, such Balance and on each Borrower's books and records and all invoices and statements which may be delivered to the Agent and Lenders or any Lender with respect thereto are actually and absolutely owing to such each Borrower and are not in any way contingent; (iviii) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent a Blocked Account pursuant to this Agreement; (viv) to the best of such Borrower's knowledge there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such any Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt paymentpayment and which discount and allowance is reflected in the calculation of the face amount of each invoice related to such Account; (viv) to the best of such each Borrower's knowledge 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 as shown on the respective Accounts Trial BalanceBalances or Borrowing Base Certificates, such any Borrower's books and records and all invoices and statements delivered to the Agent or any Lender with respect thereto; (viivi) to the best of such each Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viiivii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such no Borrower has no knowledge received any notice of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might could reasonably be expected to result in any material adverse change in such Account Debtor's financial condition. Each ; (viii) no Borrower agrees has any knowledge that any Account Debtor is unable generally to notify Agent pay its debts as they become due; (ix) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., SECTION 215(A)(1); (x) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of the Agent, for the benefit of the Lenders; (xi) the Accounts have not been pledged or sold to any Person or otherwise encumbered and each Borrower is the owner of its Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xii) with respect to Accounts for which its Account Debtor is located in any Accounts (except as state denying creditors access to Accounts not to exceed $250,000 its courts in the aggregate for absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all Borrowers at any time outstanding) scheduled on required Notice of Business Activities Reports or comparable filings with the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accountsapplicable Governmental Authority.