Common use of Accounts and Chattel Paper Clause in Contracts

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paperbusiness; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of 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; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately promptly delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral ReportReport or otherwise identified in a Record transmitted to Lender by Grantor, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such the Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such the Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox the Lock Box or a Cash Collateral Deposit Account as required pursuant to Section 7.1the Credit Agreement; and (iii) to such the Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (ai) The names of the obligors, amounts owing, due dates and other information with respect to its each Pledgor’s Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor such Pledgor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor Pledgor from time to time, in each case, except as could not reasonably be expected to result in a Material Adverse Effect. As of the time when each Account or each item of Chattel Paper arises, such Grantor Pledgor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be, in each case, except as could not reasonably be expected to result in a Material Adverse Effect. (bii) With respect to its Accounts, except as specifically disclosed on each Pledgor’s Accounts with a value in excess of $5,000,000 individually or in the most recent Collateral Report, aggregate: (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such GrantorPledgor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor Pledgor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor Pledgor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentconsistent with reasonable business judgment; (iviii) to such GrantorPledgor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof in any material respect or could reasonably be expected to reduce the amount payable thereunder as shown on such GrantorPledgor’s books and records and any invoices, invoices and statements and Collateral Reports with respect theretothereto in any material respect; (viv) such Grantor Pledgor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any materially adverse change in such Account Debtor’s financial condition; and (viv) such Grantor Pledgor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, in each case in clauses (i) the amounts shown on all invoicesthrough (v) above, statements and Collateral Reports with respect thereto are actually and absolutely owing except as could not reasonably be expected to such Grantor as indicated thereon and are not result in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contractMaterial Adverse Effect.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its such Grantor’s Accounts and Chattel Paper are and will be correctly stated in all material respects, at the time furnished, in all records of the such Grantor relating thereto and and, to the extent created, in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its such Grantor’s Accounts, except (A) as specifically disclosed on the most recent Collateral ReportReport or (B) with respect to Accounts which were generated or came into existence after the date of the information of the latest Borrowing Base Certificate required to be delivered to the Administrative Agent under the Credit Agreement, (i) all such Accounts are Eligible AccountsAccounts Receivable; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business business; and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences that have not been disclosed to the Administrative Agent which in any way impair the validity or enforceability thereof or could reasonably be expected to would reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its AccountsAccounts represented as being Eligible Accounts Receivable, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately promptly delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as to the extent required pursuant to Section 7.16.1(b); and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are and will be Collateral have been correctly stated in all material respects, at the time furnished, in the records of the such Grantor relating thereto and in all invoices and each Collateral Reports Report with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsAccounts of the Grantors, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) to the best of such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to the knowledge of such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect thereto; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial condition; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all Accounts of its Accountsthe Grantors, (i) except as specifically disclosed on the most recent Collateral Report, the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor such Obligor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor Obligor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor Obligor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such GrantorObligor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor Obligor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a any extension, discount or allowance allowed by such Grantor Obligor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentpayment; (iv) to such GrantorObligor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such GrantorObligor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor Obligor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might would reasonably be expected to result in any adverse change a Material Adverse Effect in such Account Debtor’s financial condition; and (vi) except as otherwise disclosed in the most recently delivered Collateral Report, such Grantor Obligor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor Obligor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such GrantorObligor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the each Grantor relating thereto and in all invoices and Collateral Reports Borrowing Base Certificates as of the date of such Borrowing Base Certificates with respect thereto furnished to the Collateral Agent by such each Grantor from time to timein accordance with the terms of the Loan Documents. As of the time when each Account or each item of Chattel Paper Paper, in each case constituting Collateral, arises, such each Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records of such Grantor relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed Accounts scheduled or listed on the most recent Collateral ReportBorrowing Base Certificates as of the date of such Borrowing Base Certificates, (i) all Accounts are Canadian Eligible Accounts or Eligible U.S. Accounts, as applicable; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such each Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has the Grantors have not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentbusiness; (iv) to such the knowledge of any Financial Officer or other senior officer of any Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such each Grantor’s 's books and records and any invoices, statements and Collateral Reports Borrowing Base Certificates with respect thereto; (v) such Grantor has the Grantors have not received any notice of 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 's financial condition; and (vi) such Grantor has the Grantors have no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of 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; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (ai) The names of the obligors, amounts owing, due dates and other information with respect to its each Pledgor’s Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor such Pledgor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor Pledgor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor Pledgor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (bii) With respect to its each Pledgor’s Accounts, except as specifically disclosed on the most recent Collateral Report or arising out of facts or circumstances occurring after the date of the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such GrantorPledgor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor Pledgor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor Pledgor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentconsistent with reasonable business judgment; (iv) to such GrantorPledgor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof in any material respect or could reasonably be expected to reduce the amount payable thereunder as shown on such GrantorPledgor’s books and records and any invoices, statements and Collateral Reports with respect theretothereto in any material respect; (v) such Grantor Pledgor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any materially adverse change in such Account Debtor’s financial condition; and (vi) such Grantor Pledgor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (ciii) In addition, with respect to all of its each Pledgor’s Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor Pledgor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such GrantorPledgor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The Borrower will use commercially reasonable efforts to ensure that the names of the obligors, amounts owing, due dates and other information with respect to its such Grantor’s Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto in all material respects and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to bematerial respects. (b) With respect to its such Grantor’s Accounts, in each case, except as specifically disclosed on the most recent Collateral Reportcould not reasonably be expected to result in a Material Adverse Effect, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) except for those provided by applicable law or that would no reasonably be expected to have a Material Adverse Effect, there are no material setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentpayment; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect theretothereto except as would not reasonably be expected to have a Material Adverse Effect; (viv) such Grantor has not received any written notice of proceedings or actions which are threatened in writing or pending against any Account Debtor which might result in any material adverse change in such Account Debtor’s financial conditioncondition except, in each case, as would not reasonably be expected to have a Material Adverse Effect; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become duedue in the ordinary course of business except where such failure would not reasonably be expected to have a Material Adverse Effect. (c) In addition, with respect to all of its such Grantor’s Accounts, to such Grantor’s knowledge (i) the amounts shown on all invoices, material invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all material Account Debtors have the capacity to contract, in each case, except as would not reasonably be expected to have a Material Adverse Effect.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to timethereto. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s 's books and records (subject to "bad debt" reserves as shown on the Grantor's financial statements) and any invoices, statements and Collateral Reports with respect thereto; (vii) such the Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s 's financial condition; and (viiii) such the Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all Accounts of its Accountsthe Grantor, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to deposited into a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.112.02 of the Credit Agreement; and (iii) to such the Grantor’s 's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper owing to such Grantor are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) with respect to Accounts that are included in the Borrowing Base, all such Accounts are Eligible Accounts; (ii) all Eligible Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereofto Eligible Accounts, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viiv) such Grantor has no knowledge that any Account Debtor relating to any Eligible Account is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements Borrowing Base Certificates and Collateral Reports supporting information with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Collateral Deposit Account (or a lockbox relating to a Collateral Deposit Account Account) as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viii) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viiv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or Account subject to a Collateral Deposit Account Control Agreement as required pursuant to by Section 7.12.11 of the Credit Agreement; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto in a material aggregate amount and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a such extension, discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentbusiness; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way materially and adversely impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such the Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such the Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such the Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viii) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viiv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or Account subject to a Collateral Deposit Account Control Agreement as required pursuant to by Section 7.12.11 of the Credit Agreement; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are Collateral are and will be correctly stated stated, at the time furnished, in all records of the such Grantor relating thereto and in all invoices (if any) and each Collateral Reports Report with respect thereto furnished to the Collateral either Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except Except as specifically disclosed on the most recent Collateral Report, (i) all such Accounts are Eligible Accounts; (ii) all Accounts referred to in such Collateral Report represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto to any Accounts referred to in such Collateral Report, and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, therefor or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in payment; (iii) to the industry by competitors knowledge of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect thereto; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial condition; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Account subject to a Blocked Account Agreement or a Collateral Deposit Account as required pursuant to DDA in respect of which a DDA Notification has been delivered, in each case in accordance with Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have 2.21 of the capacity to contractABL Credit Agreement.

Accounts and Chattel Paper. (a) Exhibit C lists all Chattel Paper of such Grantor as of the most recent Exhibit Date, including amounts, individually or in the aggregate in excess of $500,000. All actions requested by the Collateral Agent to be taken by such Grantor to protect and perfect the Collateral Agent’s Lien on each item listed on Exhibit C (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) have been duly taken (or, with respect to any such actions to be taken by third parties, such Grantor has used commercially reasonable efforts to ensure that third parties have taken all such actions). The Collateral Agent has a fully perfected security interest in the Collateral listed on Exhibit C, subject only to Permitted Liens. Such Grantor has not pledged, assigned or delivered any Chattel Paper to any third party other than the Collateral Agent or the Term Loan Collateral Agent. (b) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent or the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to beGrantor. (bc) With respect to its Accounts, except Except as specifically disclosed on the most recent applicable Collateral Report (and except for matters occurring since the most recent applicable Collateral Report), (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof of its Accounts or which could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are and will be Collateral have been correctly stated in all material respects, at the time furnished, in the records of the such Grantor relating thereto and in all invoices and each Collateral Reports Report with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsAccounts of the Grantors, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) to the best of such Grantor’s knowledge, there are no setoffsoffset rights, claims or disputes existing or asserted with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to the knowledge of such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect thereto; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial condition; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all Accounts of its Accountsthe Grantors, (i) except as specifically disclosed on the most recent Collateral Report, the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper of each Grantor are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to bematerial respects. (b) With respect to its each Grantor’s Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) except for those provided by applicable law or which are not material, there are no setoffs, claims or disputes existing or asserted with respect thereto thereto, and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentpayment; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of 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; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become duedue in the ordinary course of business. (c) In addition, with respect to all Accounts of its Accountseach Grantor, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsAccounts as reported to the Administrative Agent, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might may reasonably be expected to result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its AccountsAccounts as reported to the Administrative Agent, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount any extensions, compromises, settlements, discounts or allowance allowances allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentconsistent with past practices; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce in any material respect the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Secured Party by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the relevant Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its each Grantor’s Accounts, except as specifically disclosed on the most recent Collateral Reportto Secured Party, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; , (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; Secured Party, (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; , (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; , and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its each Grantor’s Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s 's financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant subject to Section 7.1a Deposit Account Control Agreement, except when such Account is held by a Lender; and (iii) to such Grantor’s 's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not not, as of the date of this Agreement, evidenced by a judgment, Instrument judgment or Chattel PaperInstrument; (iiiii) other than any of the following that are not material in the aggregate, there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentpayment; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect theretothereto in any material respect; (viv) as of the date of this Agreement, such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) as of the date of this Agreement, such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, as of the date of the most recently delivered Borrowing Base Certificate, (i) all Accounts specified as Eligible Accounts in such Borrowing Base Certificate are Eligible Accounts; (ii) except as specifically disclosed on the most recent Collateral ReportBorrowing Base Certificate, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof of any Eligible Account or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viiii) such Grantor has no knowledge that any Account Debtor in respect of any Eligible Account is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its AccountsAccounts indicated in any Borrowing Base Certificate to be an Eligible Account, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments the obligations set forth in Section 7.1 have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1satisfied; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other material information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, to the knowledge of the Grantor (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way materially impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such the Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such the Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) to the Grantor’s knowledge, the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such the Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names As of the obligorsClosing Date, amounts owingthere is no Collateral consisting of Chattel Paper, due dates and other information all further references to Chattel Paper in this Section 3.3 shall be with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished reporting requirements occurring subsequent to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to beClosing Date. (b) With respect to its Accounts, except Except as specifically may be disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and and, unless the procedures set forth in Section 4.1(c)(ii) have been complied with, are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto to any Accounts referred to in such Collateral Report, except any setoff, claim or dispute occurring in the ordinary course of business or except to the extent notice has been provided pursuant to Section 4.2(c), and such no Grantor has not made any agreement with any Account Debtor with respect to any material Account for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in payment; and (iii) to the industry by competitors knowledge of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoicesrecords, statements and Collateral Reports with respect thereto; (v) such Grantor has not received to any notice material portion of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become duethe Collateral. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except on any Accounts except, from and after the date the Collection Account is established in accordance with Section 5.11 of the Credit Agreement, payments immediately delivered to a Blocked the Collection Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) to such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoicesCollateral Reports, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper of each Grantor are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its each Grantor’s Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) except for those provided by applicable law or which are not material, there are no setoffs, claims or disputes existing or asserted with respect thereto thereto, and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentpayment; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of 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; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become duedue in the ordinary course of business. (c) In addition, with respect to all Accounts of its Accountseach Grantor, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Secured Party by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentSecured Party; (iviii) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s 's financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant subject to Section 7.1a Deposit Account Control Agreement, except when such Account is held by a Lender; and (iii) to such Grantor’s 's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper that is Collateral are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper that shall be Collateral arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viii) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viiv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1Sections 7.1 or 7.2; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor Borrower relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such Grantor the Borrower from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor the Borrower shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts[RESERVED]; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s the Borrower's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor the Borrower has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor the Borrower in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s Borrower's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s the Borrower's books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor the Borrower has not received any written notice of 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 's financial condition; and (vi) such Grantor the Borrower has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoicesCollateral Reports, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated the Borrower asindicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s the Borrower's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto, including without limitation, any actual knowledge that any Account Debtor is unable generally to pay its debts as they become due; and (v) such the Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) . The Lender expressly agrees that immaterial discrepancies in any such Collateral Report not actually known to the officer of the Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become dueexecuting the applicable Collateral Report at the time of such execution shall not constitute a Default or Event of Default. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely bona-fide amounts owing to such the Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) to such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentbusiness; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of 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; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately promptly delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and are not evidenced by a judgment, Instrument (except for a check or other Instrument for the immediate payment of money) or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance as allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentaccordance with its past practice; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such the Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such the Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately promptly delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such the Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts of the Borrowers are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent, other than (A) as arise pursuant to the Grantors’ agreements with Sanquin and any amendments, extensions or modifications thereto and (B) rights granted to a counterparty to inspect or approve delivery of products pursuant to an arm’s-length agreement with such counterparty; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to by Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible AccountsAccounts or Eligible Credit Card Accounts Receivable; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Noteholder Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. For the avoidance of doubt, subsequent Collateral Reports may qualify records, invoices and other information previously furnished to the Noteholder Collateral Agent. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible AccountsRESERVED; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; and (iii) to such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted against such Grantor with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Noteholder Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iiiii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other material information with respect to its Accounts and Chattel Paper constituting Collateral are and will be correctly stated in all material respects in the records of the Grantor Borrower relating thereto and in all invoices and Collateral Reports Borrowing Base Certificates with respect thereto furnished to the Collateral Agent Bank by such Grantor Borrower from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsBorrower’s Accounts comprising a portion of the Borrowing Base, except as specifically disclosed on the most recent Collateral ReportBorrowing Base Certificate delivered to Bank, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such GrantorBorrower’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor Borrower has not made any agreement with any Account Debtor for any material extension of time for the payment thereof, any compromise or settlement for materially less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor Borrower in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentpayment; (iv) to such GrantorBorrower’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such GrantorBorrower’s books and records and any invoices, statements and Collateral Reports Borrowing Base Certificates with respect thereto; (v) such Grantor Borrower has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor Borrower has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with . With respect to all of its Xxxxxxxx’s Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports Borrowing Base Certificates with respect thereto are actually and absolutely owing to such Grantor Borrower as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered contingent and Borrower will either deposit to a Blocked Account, Lockbox Borrower’s account at Bank all payments with respect to its Accounts or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, direct all Account Debtors have the capacity to contractmake payments with respect to its Accounts to a Borrower’s account at Bank.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto (other than reserves taken in the ordinary course of business) and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s 's books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s 's financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s Xxxxxxx's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are and will be Collateral have been correctly stated in all material respects, at the time furnished, in the records of the such Grantor relating thereto and in all invoices and each Collateral Reports Report with respect thereto furnished to the Collateral Agent Agents by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsAccounts of the Grantors, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) to the best of such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to the knowledge of such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect thereto; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial condition; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all Accounts of its Accountsthe Grantors, (i) except as specifically disclosed on the most recent Collateral Report, the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other material information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With As of the Filing Date, with respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, as of the Filing Date, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Debtor’s Accounts and Chattel Paper that are and will be Collateral have been correctly stated in all material respects, at the time furnished, in the records of the Grantor Debtor relating thereto and in all invoices and each Collateral Reports Report with respect thereto furnished to the Collateral Agent Agents by such Grantor the Debtor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accountsaccounts of the Debtor, except as specifically disclosed on in the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors debtors in the ordinary course of such Grantorthe Debtor’s business and are not evidenced by a judgment, Instrument instrument or Chattel Paper; (iiiii) to the best of the Debtor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor the Debtor has not made any agreement with any Account Debtor debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor the Debtor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to such Grantor’s knowledgethe knowledge of the Debtor, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantorthe Debtor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect thereto; (viv) such Grantor the Debtor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which debtor that might result in any material adverse change in such Account Debtordebtor’s financial condition; and (viv) such Grantor the Debtor has no knowledge that any Account Debtor debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all Accounts of its Accountsthe Debtor, (i) except as specifically disclosed in the most recent Collateral Report, the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such Grantor the Debtor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor Borrower relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such Grantor the Borrower from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor the Borrower shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts[RESERVED]; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantorthe Borrower’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor the Borrower has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor the Borrower in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such GrantorBorrower’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantorthe Borrower’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor the Borrower has not received any written notice of 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; and (vi) such Grantor the Borrower has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoicesCollateral Reports, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor the Borrower as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantorthe Borrower’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper owned by such Grantor are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoicesall, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral ReportBorrowing Base Certificate (as defined in the Existing ABL Agreement), (i) all Accounts are Eligible AccountsAccounts (as defined in the Existing ABL Agreement); (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted in writing with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed otherwise permitted pursuant to the Collateral AgentExisting ABL Agreement; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any material way impair the validity or enforceability thereof or could would reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any written notice of 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; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) if applicable, no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Controlled Account as and to the extent required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on to the most recent Collateral ReportAdministrative Agent or as would not reasonably be expected to have a Material Adverse Effect, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business consistent with past practice for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentpayment; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might could reasonably be expected to result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are Collateral are and will be correctly stated stated, at the time furnished, in all records of the such Grantor relating thereto and in all invoices and each Collateral Reports Report with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsAccounts that are not Excluded Assets, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to the knowledge of such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect thereto; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial condition; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its AccountsAccounts that are not Excluded Assets, (i) the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Account subject to a Blocked Account Agreement or a Collateral Deposit Account as required pursuant to DDA in respect of which a DDA Notification has been delivered, in each case in accordance with Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have 2.21 of the capacity to contractCredit Agreement.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are and will be Collateral have been correctly stated in all material respects, at the time furnished, in the records of the such Grantor relating thereto and in all invoices and each Collateral Reports Report, to the extent contained therein, with respect thereto furnished to the ABL Administrative Agent or any Successor ABL Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsAccounts of the Grantors, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgmentjudgment (except as would not have a Material Adverse Effect, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted in writing with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in and disclosed to the industry by competitors of such Grantor in the applicable markets and ABL Administrative Agent, in each case except as disclosed would not reasonably be expected to the Collateral Agenthave a Material Adverse Effect; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect theretothereto except as would not reasonably be expected to have a Material Adverse Effect; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial conditioncondition except as would not reasonably be expected to have a Material Adverse Effect; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become duedue except as would not reasonably be expected to have a Material Adverse Effect. (c) In addition, with respect to all Accounts of its Accountsthe Grantors, (i) except as specifically disclosed on the most recent Collateral Report, the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; (ii) no payments contingent except as would not reasonably be expected to have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contractMaterial Adverse Effect.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) to such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might could reasonably be expected to result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the each Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral US Administrative Agent by such each Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such each Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such each Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such any Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral US Administrative Agent; (iv) to such Grantor’s Grantors' knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such any Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such no Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s 's financial condition; and (vi) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such the applicable Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.15.17 of the Credit Agreement; and (iii) to such Grantor’s the Grantors' knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account Lock Box as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors Grantors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor Grantor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor Grantor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor Grantor which might result in any adverse change in such Account DebtorGrantor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor Grantor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) from and after the time when a Deposit Account becomes subject to a Deposit Account Control Agreement, no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant subject to Section 7.1; and (iii) to such Grantor’s knowledge, all a Deposit Account Debtors have the capacity to contractControl Agreement.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to timetime at the Administrative Agent’s reasonable request. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible AccountsAccounts (except to the extent such eligibility criteria is to be determined by the satisfaction of the Administrative Agent); (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there such Accounts are no not subject to any setoffs, claims or disputes existing or asserted with respect thereto and disputes, (iv) such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor therefrom, except, in any case, in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect theretobusiness; (v) such Grantor has not received any notice of 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, to the extent such material adverse change could reasonably impact any material portion of the Eligible Accounts; and (vi) no Responsible Officer of such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all its Accounts included in any Collateral Report, except as specifically disclosed or as specifically designated as non-Eligible Accounts on the most recent Collateral Report and as of its Accountsthe date thereof, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately promptly delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Collection Account as required pursuant to Section 7.17.1 hereof; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are Collateral are and will be correctly stated stated, at the time furnished, in all records of the such Grantor relating thereto and in all invoices and each Collateral Reports Report with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As The Company has provided the Agent with true and complete copies of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as HSBC Agreements in effect on the case may be, and all records relating thereto, are genuine and in all respects what they purport to bedate hereof. (b) With respect to its AccountsAccounts that are not Excluded Assets, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to the knowledge of such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect thereto; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial condition; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its AccountsAccounts that are not Excluded Assets, (i) the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Account subject to a Blocked Account Agreement or a Collateral Deposit Account as required pursuant to DDA in respect of which a DDA Notification has been delivered, in each case in accordance with Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have 2.21 of the capacity to contractCredit Agreement.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other material information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor such Debtor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to in accordance with the Collateral Agent Credit Agreement by such Grantor Debtor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor Debtor shall be deemed to have represented and warranted that such Account or and Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts. As of the Filing Date, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; , (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors debtors in the ordinary course of such GrantorDebtor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; , (iii) there are no setoffsset-offs, claims or disputes existing or asserted with respect thereto and such Grantor Debtor has not made any agreement with any Account Debtor debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor Debtor in the ordinary course of its business for prompt payment or as are generally offered and disclosed in accordance with the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; Credit Agreement, (iv) to such GrantorDebtor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such GrantorDebtor’s books and records and any invoices, statements and Collateral Reports with respect thereto; , (v) such Grantor Debtor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor debtor which might result in any adverse change in such Account Debtordebtor’s financial condition; , and (vi) such Grantor Debtor has no knowledge that any Account Debtor debtor is unable generally to pay its debts generally as they become due. (c) . In addition, with respect to all as of its Accountsthe Filing Date, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor Debtor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Accountcontingent and, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such GrantorDebtor’s knowledge, all Account Debtors debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) to such Grantor’s knowledge, other than with respect to Accounts pertaining to such Grantor’s retail customers, there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; and (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair impair, in any material respect, the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; contingent and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Concentration Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names As of the obligorsClosing Date, amounts owingthere is no Collateral consisting of Chattel Paper, due dates and other information all further references to Chattel Paper in this Section 3.3 shall be with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished reporting requirements occurring subsequent to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to beClosing Date. (b) With respect to its Accounts, except Except as specifically may be disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts constituting Receivables represent bona fide sales of Parts Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and and, unless the procedures set forth in Section 4.1(c)(ii) have been complied with, are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto to any Accounts constituting Receivables referred to in such Collateral Report, except any setoff, claim or dispute occurring in the ordinary course of business or except to the extent notice has been provided pursuant to Section 4.2(c), and such Grantor has not made any agreement with any Account Debtor with respect to any material Account constituting Receivables for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets payment; and in each case as disclosed (iii) to the Collateral Agent; (iv) to such knowledge of Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In additionrecords, with respect to all any material portion of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contractCollateral.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts or Eligible Xxxx-And-Hold Accounts, as 9 applicable; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or or, to such Grantor’s Knowledge, asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledgeKnowledge, there are no facts, events or occurrences which in any way materially impair the validity or enforceability thereof or could reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; and (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge Knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, except as specifically disclosed on the most recent Collateral Report, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledgeKnowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no material setoffs, material claims or material disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount for extensions, adjustments, settlements, compromises, discounts or allowance allowances allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentconsistent with past practices; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of 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; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Controlled Account as required pursuant to Section 7.1the terms of the Credit Agreement; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper of such Grantor are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor the Company from time to time. As of the time when each Account or each item of Chattel Paper of such Grantor arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its AccountsAccounts of such Grantor, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper's business; (iiiii) there are no material setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any material agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way materially impair the validity or enforceability thereof or could reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any material notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s 's financial condition; and (viv) such Grantor has no actual knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all Accounts of its Accountssuch Grantor, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Collection Deposit Account as to the extent required pursuant to Section 7.1; and (iii) to such Grantor’s 's actual knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names As of the obligorsClosing Date, amounts owingthere is no Collateral consisting of Chattel Paper, due dates and other information all further references to Chattel Paper in this Section 3.3 shall be with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished reporting requirements occurring subsequent to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to beClosing Date. (b) With respect to its Accounts, except Except as specifically may be disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and and, unless the procedures set forth in Section 4.1(c)(ii) have been complied with, are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto to any Accounts referred to in such Collateral Report, except any setoff, claim or dispute occurring in the ordinary course of business or except to the extent notice has been provided pursuant to Section 4.2(c), and such no Grantor has not made any agreement with any Account Debtor with respect to any material Account for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in payment; and (iii) to the industry by competitors knowledge of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoicesrecords, statements and Collateral Reports with respect thereto; (v) such Grantor has not received to any notice material portion of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become duethe Collateral. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except on any Accounts except, from and after the date the Collection Account is established in accordance with Section 5.11 of the Credit Agreement, payments immediately delivered to a the Collection Account or the Blocked Cash Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; and (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports invoices and statements with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount any extensions, compromises, settlements, discounts or allowance allowances allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentconsistent with past practices; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce in any material respect the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other material information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor Debtor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Secured Party by such Grantor the Debtor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor the Debtor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantorthe Debtor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor the Debtor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor Debtor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentSecured Party; (iviii) to such GrantorDebtor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantorthe Debtor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such Grantor the Debtor has not received any notice of 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; and (viv) such Grantor the Debtor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, : (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor the Debtor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantorthe Debtor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent a previously delivered Collateral Report, ; (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The In all material respects, to such Grantor’s knowledge, the names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all the books and records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except Accounts that are not Eligible Accounts or as specifically otherwise disclosed on the Collateral Reports most recent recently delivered to the Administrative Agent under Sections 5.2(c) and 5.2(d) of the Credit Agreement, and, in each case, as of the effective date of such Collateral Report, Reports (i) all Accounts as of such date are Eligible Accounts; (ii) all Accounts as of such date represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences as of such date which in any way materially impair the validity or enforceability thereof of such Accounts or could would reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are pending or, to Grantor’s knowledge, threatened or pending as of such date against any Account Debtor which might result in any adverse change in would reasonably be expected to materially impair the collectibility of the Accounts owed by such Account Debtor’s financial conditionDebtor to the Grantor; and (viv) such Grantor has no knowledge as of such date that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (iivi) no to Grantor’s knowledge, all material payments as of such date have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to or otherwise in accordance with Section 7.18.1; and (iiivii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. For the avoidance of doubt, subsequent Collateral Reports may qualify records, invoices and other information previously furnished to the Administrative Agent. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) to such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted against such Grantor with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any written notice of bankruptcy proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) except as specifically disclosed on the most recent Collateral Report, the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated (in all material respects) in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a for any extension, compromise or settlement, release discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentbusiness; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; ; (viv) such Grantor has not received any notice of 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; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to timethereto. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With Except as could not reasonably be expected to have a Material Adverse Effect, with respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentconsistent with past practice; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices or statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract. (d) To the extent permitted by the Assignment of Claims Act, the payments due to a Grantor under each Government Contract can be assigned to Lender by complying with the provisions of the Assignment of Claims Act.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in the records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its AccountsAccounts included as Eligible Accounts in the Borrowing Base Certificate most recently delivered to the Administrative Agent, except as for those Accounts which are specifically disclosed on the most recent Collateral Report, (i) to such Grantor’s knowledge, all such Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no known setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any material way may impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might could reasonably be expected to result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately promptly delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts, as applicable; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no material setoffs, claims or disputes existing or or, to such Grantor’s Knowledge, asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledgeKnowledge, there are no facts, events or occurrences which in any way materially impair the validity or enforceability thereof or could reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; and (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge Knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, except as specifically disclosed on the most recent Collateral Report, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledgeKnowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names Each Grantor will, and will cause each Subsidiary to, (a) keep proper books of record and accounts in a manner which is in compliance with the obligors, amounts owing, due dates most recent SEC guidelines and other information regulations with respect to its Accounts business and Chattel Paper are activities and will be correctly stated in all records (b) permit any representatives designated by the Administrative Agent (or if an Event of Default has occurred and is continuing, any Lender) (including employees of the Grantor relating thereto Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and in all invoices appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and Collateral Reports with respect thereto furnished inspect its properties, to the Collateral Agent by conduct at such Grantor Grantor’s premises field examinations of such Loan Party’s assets, liabilities, books and records, including examining and making extracts from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented its books and warranted that such Account or Chattel Paper, as the case may berecords, and to discuss its affairs, finances and condition with its officers and independent accountants, all records relating thereto, are genuine at such reasonable times and in all respects what they purport to beas often as reasonably requested. (b) With respect to its Accounts, except as specifically disclosed on Accounts listed in the most recent Collateral ReportReport as an Eligible Account (as defined in the ABL Credit Agreement), (i) all Accounts are Eligible Accounts[reserved]; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor which have been adjusted in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentReport; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports Report with respect theretothereto which have not otherwise been disclosed or accounted for in such Collateral Report; (v) such Grantor has not received any notice of proceedings regarding the commencement of a bankruptcy or actions which are threatened or pending insolvency proceeding against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become duedue which has not been adjusted for or disclosed in such Collateral Report. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports such Accounts are deemed Accounts in accordance with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingentGAAP; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the each Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such each Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such each Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such each Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such any Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s Grantors’ knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such any Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such no Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such no Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such the applicable Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.15.15 of the Third Restated Credit Agreement; and (iii) to such Grantor’s the Grantors’ knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto in a material aggregate amount and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way materially impair the validity or enforceability thereof or could reasonably be expected to reduce materially the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel PaperPaper (other than judgments, Instruments and Chattel Paper which, when added to all judgments, Instruments and Chattel Paper of all other Grantors, do not have an aggregate value for all such judgments, Instruments and Chattel Paper in excess of $250,000); (iiiii) there are no setoffs, claims or disputes existing or asserted in writing with respect thereto and such Grantor has not 203367025 v9 made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom therefrom, except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered other discounts or allowances which, when added to all such discounts and allowances of all other Grantors, do not exceed $250,000 in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentaggregate during any twelve consecutive month period; (iviii) to such Grantor’s knowledge's Knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect theretostatements, except for reductions in an amount, which when added to all such reductions of all other Grantors, do not exceed $250,000 in the aggregate; (viv) such Grantor has not received any notice of proceedings or actions which are threatened in writing or pending against any Person which is the Account Debtor with respect to any material portion of such Grantor's Accounts which might result in any adverse change in such Account Debtor’s 's financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and to such Grantor's knowledge are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s 's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible AccountsReceivables; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its AccountsEligible Receivables, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report or arising out of facts or circumstances occurring after the date of the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agentconsistent with reasonable business judgment; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof in any material respect or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect theretothereto in any material respect; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any materially adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names As of each date reported by Borrower, all Accounts which Borrower has reported to Lender as being Eligible Accounts comply in all respects with the obligors, amounts owing, due dates criteria for eligibility established by Lender and other information with respect to its in effect at such time. All Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Reportarise out of a completed, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales and unconditional and non-contingent sale and delivery of Inventory goods or rendering rendition of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor Borrower in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto, each case as disclosed Account Debtor thereunder had the capacity to contract at the Collateral Agent; (iv) time any contract or other document giving rise to such Grantor’s knowledgeAccounts and Chattel Paper were executed, there are no factsand the transactions giving rise to such Accounts and Chattel Paper comply with all applicable laws and governmental rules and regulations. Investment Property. Borrower will take any and all actions required or requested by Lender, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected from time to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoicestime, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements cause Lender to obtain exclusive control of any Investment Property in a manner acceptable to Lender and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments obtain from any issuers of Investment Property and such other Persons as Lender shall specify, for the benefit of Lender, written confirmation of Lender's exclusive control over such Investment Property and take such other actions as Lender may request to perfect Lender's security interest in such Investment Property. For purposes of this Section 5.5, Lender shall have been exclusive control of Investment Property if (A) such Investment Property consists of certificated securities and Borrower delivers such certificated securities to Lender (with appropriate endorsements if such certificated securities are in registered form); (B) such Investment Property consists of uncertificated securities and either (x) Borrower delivers such uncertificated securities to Lender or shall be made thereon except payments immediately delivered to a Blocked Account(y) the issuer thereof agrees, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; documentation in form and substance satisfactory to Lender, that it will comply with instructions originated by Lender without further consent by Borrower, and (iiiC) such Investment Property consists of security entitlements and either (x) Lender becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to such Grantor’s knowledgedocumentation in form and substance satisfactory to Lender, all Account Debtors have the capacity to contractthat it will comply with entitlement orders originated by Lender without further consent by Borrower.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral ReportBorrowing Base Certificate, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted in writing with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed otherwise permitted pursuant to the Collateral AgentCredit Agreement; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any material way impair the validity or enforceability thereof or could would reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any written notice of 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; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) if applicable, no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Controlled Account as and to the extent required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper of such Grantor are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each such Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accountsall Accounts of such Grantor, except as specifically disclosed on the most recent Collateral Report, (i) all such Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor in respect of any such Account which might result in any adverse change in such Account Debtor’s 's financial condition; and (vi) such Grantor has no knowledge that any Account Debtor in respect of any such Account is unable generally to pay its debts as they become due. (c) In addition, with respect to all Accounts of its Accountssuch Grantor, except as specifically disclosed on the most recent Collateral Report, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; contingent and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s 's knowledge, all Account Debtors in respect thereof have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With As of the date of the most recent Collateral Report, with respect to its AccountsAccounts included in the Borrowing Base, except as specifically disclosed on the most recent such Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked AccountLock Box, Lockbox Government Receivables Deposit Account or a Collateral Deposit Account as required pursuant to Section 7.17.1 within the periods for compliance set forth therein; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts[RESERVED]; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such the Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such the Grantor has not received any written notice of 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; and (vi) such the Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoicesCollateral Reports, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such the Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names Each Grantor will, and will cause each Subsidiary to, (a) keep proper books of record and accounts in a manner which is in compliance with the obligors, amounts owing, due dates most recent SEC guidelines and other information regulations with respect to its Accounts business and Chattel Paper are activities and will be correctly stated in all records (b) permit any representatives designated by the Administrative Agent (or if an Event of Default has occurred and is continuing, any Lender) (including employees of the Grantor relating thereto Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and in all invoices appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and Collateral Reports with respect thereto furnished inspect its properties, to the Collateral Agent by conduct at such Grantor Grantor’s premises field examinations of such Loan Party’s assets, liabilities, books and records, including examining and making extracts from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented its books and warranted that such Account or Chattel Paper, as the case may berecords, and to discuss its affairs, finances and condition with its officers and independent accountants, all records relating thereto, are genuine at such reasonable times and in all respects what they purport to beas often as reasonably requested. (b) With respect to its Accounts, except as specifically disclosed on Accounts listed in the most recent Collateral ReportReport as Eligible Accounts, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor which have been adjusted in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentReport; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports Report with respect theretothereto which have not otherwise been disclosed or accounted for in such Collateral Report; (v) such Grantor has not received any notice of proceedings regarding the commencement of a bankruptcy or actions which are threatened or pending insolvency proceeding against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become duedue which has not been adjusted for or disclosed in such Collateral Report. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports such Accounts are deemed Accounts in accordance with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingentGAAP; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its each Grantor’s Accounts and Chattel Paper that are and will be Collateral have been correctly stated in all material respects, at the time furnished, in the records of the such Grantor relating thereto and in all invoices and each Collateral Reports Report, to the extent contained therein, with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its AccountsAccounts of the Grantors, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the applicable Grantor’s business and are not evidenced by a judgmentjudgment (except as would not have a Material Adverse Effect), Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted in writing with respect thereto and such no Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in and disclosed to the industry by competitors of such Grantor in the applicable markets and Agent, in each case except as disclosed would not reasonably be expected to the Collateral Agenthave a Material Adverse Effect; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and the most recent Collateral Reports Report with respect theretothereto except as would not reasonably be expected to have a Material Adverse Effect; (viv) such no Grantor has not received any notice of proceedings or actions which that are threatened or pending against any Account Debtor which that might result in any material adverse change in such Account Debtor’s financial conditioncondition except as would not reasonably be expected to have a Material Adverse Effect; and (viv) such no Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become duedue except as would not reasonably be expected to have a Material Adverse Effect. (c) In addition, with respect to all Accounts of its Accountsthe Grantors, (i) except as specifically disclosed on the most recent Collateral Report, the amounts shown on all invoices, statements and the most recent Collateral Reports Report with respect thereto are actually and absolutely owing to such a Grantor as indicated thereon and are not in any way contingent; (ii) no payments contingent except as would not reasonably be expected to have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contractMaterial Adverse Effect.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of 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 's financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s 's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.12.09 of the Credit Agreement; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the each Grantor relating thereto and in all invoices and Collateral Reports Borrowing Base Certificate as of the date of such Borrowing Base Certificate with respect thereto furnished to the Collateral Agent by such each Grantor from time to timein accordance with the terms of the Loan Documents. As of the time when each Account or each item of Chattel Paper Paper, in each case constituting Collateral, arises, such each Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records of such Grantor relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed Accounts scheduled or listed on the most recent Collateral ReportBorrowing Base Certificate as of the date of such Borrowing Base Certificate, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such each Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has the Grantors have not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such a Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed business; (iii) to the Collateral Agent; (iv) to such knowledge of any Financial Officer or other senior officer of any Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such each Grantor’s 's books and records and any invoices, statements and Collateral Reports Borrowing Base Certificate with respect thereto; (viv) such Grantor has the Grantors have not received any notice of 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 's financial condition; and (viv) such Grantor has the Grantors have no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto (other than reserves taken in the ordinary course of business) and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, invoices and statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible AccountsAccounts (other than such Accounts that the Administrative Agent has determined to be ineligible in its Permitted Discretion and with respect to which notice of such determination has not been provided to the Borrower Representative or has been provided less than three Business Days prior to the date of such Collateral Report); (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) to such Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingentcontingent (other than with respect to any Accounts not constituting Eligible Accounts); (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its the Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts[RESERVED]; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s 's business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such the Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such Grantor’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s 's books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such the Grantor has not received any written notice of 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 's financial condition; and (vi) such the Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoicesCollateral Reports, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such the Grantor’s 's knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The To the knowledge and best ability of Grantor, the names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such the Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such the Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral ReportReport or arising since the most recent Collateral Report and prior to the subsequent Collateral Report next due, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such the Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) to Grantor’s knowledge, there are no setoffs, claims or disputes existing or asserted with respect thereto and such the Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such the Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iv) to such the Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such the Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such the Grantor has not received any notice of 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; and (vi) such the Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such the Grantor as indicated thereon and are not in any way contingent; and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such the Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereofthereof (other than disputed amounts on credit card transactions from time to time), any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent Lender by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be. (b) With respect to its Accounts, except Accounts identified as specifically disclosed on the most recent Collateral Reportbeing an Eligible Account included in a Borrowing Base Certificate, (i) all Accounts are Eligible Accounts; (ii) all such Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral AgentLender; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any materially adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iiiii) there are no setoffs, claims or disputes existing or asserted with respect thereto in a material aggregate amount and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iviii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way materially impair the validity or enforceability thereof or could reasonably be expected to reduce materially the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (viv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (viv) such Grantor has no knowledge that any Account Debtor has become insolvent or is generally unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, invoices and statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; , and (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

Accounts and Chattel Paper. (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of the such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be. (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any written notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due. (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox Lock Box or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.