Common use of Accounts and Inventory Clause in Contracts

Accounts and Inventory. (a) Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (i) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (ii) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the ordinary course of business, and substantially in accordance with any purchase order, contract or other document relating thereto; (iii) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (iv) it is not subject to any offset, Lien (other than Permitted Liens), deduction, ongoing defense, dispute or counterclaim, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (v) no purchase order, agreement, document or applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except (i) discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of such Account; and (vii) to the best of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition. (b) Agent may rely, in determining which Inventory is Eligible Inventory, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Inventory included in the calculation of Eligible Inventory in any Borrowing Base Certificate is Eligible Inventory as of the date of such Borrowing Base Certificate.

Accounts and Inventory. (a) Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, Borrower with respect to each Account at the time it is shown as an Eligible Account any Account. Unless otherwise indicated in a writing to Lender (including, without limitation, any Borrowing Base Certificate), that: (i) it each Account of Borrower is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (ii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services Services by Borrower in the ordinary course of business, business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts, certifications, participations, certificates of need and other documents relating thereto or forming a part of the contract or other document relating thereto; between Borrower and the Account Debtor, (iii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of servicesServices, a copy of which has been furnished or is available to Agent on request; Lender, (iv) it each Account of Borrower together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, ongoing defense, dispute dispute, counterclaim or counterclaimother adverse condition, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason (except Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no purchase orderfacts, agreement, document events or applicable Law restricts assignment occurrences which in any way impair the validity or enforceability of any Account of Borrower or tend to reduce the amount payable thereunder from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whetherLender with respect thereto, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect (A) to the Accountknowledge of Borrower, except the Account Debtor under each Account of Borrower had the capacity to contract at the time any contract or other document giving rise thereto was executed and (iB) discounts or allowances granted in to the ordinary course knowledge of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of Borrower, each such Account; and Account Debtor is solvent, (vii) to the best knowledge of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the under any Account of Borrower which might result in any Material Adverse Change in such Account Debtor’s financial conditioncondition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, if due from a Medicaid/Medicare Account Debtor, is properly payable directly to Borrower, (ix) Borrower has obtained and currently has all material Permits necessary in the generation of each Account of Borrower, and (x) Borrower has disclosed to Lender on each Borrowing Certificate the amount of all Accounts of Borrower for which Medicare is the Account Debtor and for which payment has been denied and subsequently appealed pursuant to the procedure described in the definition of Eligible Receivables hereof. Borrower is pursuing all available appeals in respect of such Accounts which Borrower usually and customarily appeals in the ordinary course of its business. (b) Agent may rely, in In determining which Inventory is Eligible Inventory, Lender may rely on all statements and representations made by Borrower with respect to any Inventory. Unless otherwise indicated in writing to Lender (including, without limitation, any Borrowing Certificate), (i) Borrower has at all times maintained correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory in all material respects, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) has not removed any Inventory from the locations set forth or on behalf permitted herein, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) has produced, used, stored, shipped and maintained Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Borrowers with respect Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto. All ); (d) except as set forth on Schedule 5.20, has not sold Inventory included in to any customer on approval, or any other basis which entitles the calculation of Eligible customer to return or may obligate Borrower to repurchase such Inventory; (e) has kept Inventory in good and marketable condition; and (f) has not acquired or accepted any Borrowing Base Certificate is Eligible Inventory on consignment or approval except as set forth on Schedule 5.20 and (g) has not permitted Inventory to be subject to any Lien except Liens in favor of the date of such Borrowing Base CertificateLender.

Accounts and Inventory. (a) Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (i) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (ii) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the ordinary course Ordinary Course of businessBusiness, and substantially in accordance with any purchase order, contract or other document relating thereto; (iii) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (iv) it is not subject to any offset, Lien (other than Permitted Collateral Liens), deduction, ongoing defense, dispute or counterclaim, except as arising in the ordinary course Ordinary Course of business Business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (v) no purchase order, agreement, document or applicable Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except (i) discounts or allowances granted in the ordinary course Ordinary Course of business Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of such Account; and (vii) to the best of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition. (b) Agent may rely, in determining which Inventory is Eligible Inventory, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Inventory included in the calculation of Eligible Inventory in any Borrowing Base Certificate is Eligible Inventory as of the date of such Borrowing Base Certificate.

Accounts and Inventory. (a) Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, Borrower with respect to each Account at the time it is shown as an Eligible Account any Account. Unless otherwise indicated in a writing to Lender (including, without limitation, any Borrowing Base Certificate), that: (i) it each Account of Borrower is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (ii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services Services by Borrower in the ordinary course of business, business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts, certifications, participations, certificates of need and other documents relating thereto or forming a part of the contract or other document relating thereto; between Borrower and the Account Debtor, (iii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of servicesServices, a copy of which has been furnished or is available to Agent on request; Lender, (iv) it each Account of Borrower together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, ongoing defense, dispute dispute, counterclaim or counterclaimother adverse condition, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason (except Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no purchase orderfacts, agreement, document events or applicable Law restricts assignment occurrences which in any way impair the validity or enforceability of any Account of Borrower or tend to reduce the amount payable thereunder from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whetherLender with respect thereto, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect (A) to the Accountknowledge of Borrower, except the Account Debtor under each Account of Borrower had the capacity to contract at the time any contract or other document giving rise thereto was executed and (iB) discounts or allowances granted in to the ordinary course knowledge of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of Borrower, each such Account; and Account Debtor is solvent, (vii) to the best knowledge of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the under any Account of Borrower which might result in any Material Adverse Change in such Account Debtor’s financial conditioncondition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, if due from a Medicaid/Medicare Account Debtor, is properly payable directly to Borrower, (ix) Borrower has obtained and currently has all material Permits necessary in the generation of each Account of Borrower, and (x) Borrower has disclosed to Lender on each Borrowing Certificate the amount of all Accounts of Borrower for which Medicare is the Account Debtor and for which payment has been denied and subsequently appealed pursuant to the procedure described in the definition of Eligible Receivables hereof. Borrower is pursuing all available appeals in respect of such Accounts which Borrower usually and customarily appeals in the ordinary course of its business. (b) Agent may rely, in In determining which Inventory is Eligible Inventory, Lender may rely on all statements and representations made by Borrower with respect to any Inventory. Unless otherwise indicated in writing to Lender (including, without limitation, any Borrowing Certificate), (i) Borrower has at all times maintained correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory in all material respects, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) has not removed any Inventory from the locations set forth or on behalf permitted herein, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) has produced, used, stored, shipped and maintained Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Borrowers with respect Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto. All ); (d) except as set forth on Schedule 5.20, has not sold Inventory included in to any customer on approval, or any other basis which entitles the calculation of Eligible customer to return or may obligate Borrower to repurchase such Inventory; (e) has kept Inventory in good and marketable condition; and (f) has not acquired or accepted any Borrowing Base Certificate is Eligible Inventory on consignment or approval except as set forth on Schedule 5.20 and (g) has not permitted Inventory to be subject to any Lien except Liens in favor of the date of such Borrowing Base CertificateLender and other Permitted Liens.

Accounts and Inventory. (a) Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, Borrower with respect to each Account at the time it is shown as an Eligible Account any Account. Unless otherwise indicated in a Borrowing Base Certificatewriting to Lender, that: (i) it each Account of Borrower is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (ii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services by Borrower in the ordinary course of business, business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts, certifications, participations and other documents relating thereto or forming a part of the contract or other document relating thereto; between Borrower and the Account Debtor, (iii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of services, a copy of which has been furnished or is available to Agent on Lender upon Lender’s request; , (iv) it each Account of Borrower together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien lien (other than Permitted Liens), deduction, ongoing defense, dispute dispute, counterclaim or counterclaimother adverse condition, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason, (v) to the knowledge of Borrower, there are no purchase orderfacts, agreement, document events or applicable Law restricts assignment occurrences which in any way impair the validity or enforceability of any Account of Borrower or reduce the amount payable thereunder from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whetherLender with respect thereto, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction (A) the Account Debtor under each Account of Borrower had the capacity to contract at the time any contract or return has been authorized with respect other document giving rise thereto was executed and (B) to the Accountknowledge of Borrower each such Account Debtor is solvent, except (i) discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of such Account; and (vii) to the best knowledge of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) Borrower there are no proceedings or actions which are pending or threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the under any Account of Borrower which might result in any Material Adverse Change in such Account Debtor’s financial conditioncondition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, (ix) Borrower has obtained and currently has all material Permits necessary in the generation of each Account of Borrower. (b) Agent may rely, in In determining which Inventory is Eligible Inventory, Lender may rely on all statements and representations made by or on behalf of the Borrowers Borrower with respect to any Inventory. Unless otherwise indicated in writing to Lender (including, without limitation, any Borrowing Certificate), (i) Borrower has at all times maintained correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory in all material respects, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto. All ; (b) has not removed any Inventory included from the locations set forth or permitted herein, except for sales of Inventory in the calculation ordinary course of Eligible Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) except as set forth on Schedule 5.22 to the Disclosure Schedule, has manufactured, produced, labeled, packaged, used, stored, shipped, distributed, marketed and maintained Inventory with all reasonable care and caution and in accordance with material applicable standards of any insurance and in material conformity with applicable laws (including the requirements of FDA Laws and the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (d) except as set forth on Schedule 5.20 to the Disclosure Schedule, has not sold Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory; (e) has kept Inventory in good and marketable condition; (f) except as set forth on Schedule 5.20 to the Disclosure Schedule, has not acquired or accepted any Borrowing Base Certificate is Eligible Inventory as on consignment or approval; and (g) has not permitted Inventory to be subject to any Lien except Liens in favor of the date of such Borrowing Base CertificateLender and Permitted Liens.

Accounts and Inventory. (a) Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, Borrower with respect to each Account at the time it is shown as an Eligible Account any Account. Unless otherwise indicated in a Borrowing Base Certificatewriting to Lender, that: (i) it each Account of Borrower is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (ii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services by Borrower in the ordinary course of business, business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts, certifications, participations and other documents relating thereto or forming a part of the contract or other document relating thereto; between Borrower and the Account Debtor, (iii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of services, a copy of which has been furnished or is available to Agent on request; Lender, (iv) it each Account of Borrower together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, ongoing defense, dispute dispute, counterclaim or counterclaimother adverse condition, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason, (v) no purchase order, agreement, document or applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except (i) discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of such Account; and (vii) to the best of the applicable Borrower’s knowledge, (A) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any way impair the validity or enforceability of any Account of Borrower or collectability tend to reduce the amount payable thereunder from the face amount of such Accountthe claim or invoice and statements delivered to Lender with respect thereto, (Bvi) (A) the Account Debtor under each Account of Borrower had the capacity to contract when at the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating time any contract or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; other document giving rise thereto was executed and (CB) each such Account Debtor is solvent, (vii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the under any Account of Borrower which might result in any Material Adverse Change in such Account Debtor’s financial conditioncondition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, (ix) Borrower has obtained and currently has all Permits necessary in the generation of each Account of Borrower. (b) Agent may rely, in In determining which Inventory is Eligible Inventory, Lender may rely on all statements and representations made by Borrower with respect to any Inventory. Unless otherwise indicated in writing to Lender (including, without limitation, any Borrowing Certificate), (i) Borrower has at all times maintained correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory in all material respects, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) has not removed any Inventory from the locations set forth or on behalf permitted herein, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) has produced, used, stored, shipped and maintained Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Borrowers with respect Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto. All ); (d) except as set forth on Schedule 5.20, has not sold Inventory included in to any customer on approval, or any other basis which entitles the calculation of Eligible customer to return or may obligate Borrower to repurchase such Inventory; (e) has kept Inventory in good and marketable condition; and (f) has not acquired or accepted any Borrowing Base Certificate is Eligible Inventory on consignment or approval except as set forth on Schedule 5.20 and (g) has not permitted Inventory to be subject to any Lien except Liens in favor of the date of such Borrowing Base CertificateLender.

Accounts and Inventory. (a) Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, Borrower with respect to each Account at the time it is shown as an Eligible Account any Account. Unless otherwise indicated in a Borrowing Base Certificatewriting to Lender, that: (i) it each Account of Borrower is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (ii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services by Borrower in the ordinary course of business, business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts, certifications, participations, certificates of need, and other documents relating thereto or forming a part of the contract or other document relating thereto; between Borrower and the Account Debtor, (iii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of services, a copy of which has been furnished or is available to Agent on request; Lender, (iv) it each Account of Borrower together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, ongoing defense, dispute dispute, counterclaim or counterclaimother adverse condition, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason, (v) there are no purchase orderfacts, agreement, document events or applicable Law restricts assignment occurrences which in any way impair the validity or enforceability of any Account of Borrower or tend to reduce the amount payable thereunder from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whetherLender with respect thereto, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Accountbest of Borrower’s knowledge, except (iA) discounts the Account Debtor thereunder had the capacity to contract at the time any contract or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related other document giving rise thereto was executed and in the reports submitted to Agent hereunder or (iiB) other discounts or allowances reflected in the Value of each such Account; and Account Debtor is solvent, (vii) to the best of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the under any Account which might result in any Material Adverse Change in such Account Debtor’s financial conditioncondition or the collectability of such Account, (viii) each Account of Borrower has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, (ix) Borrower has obtained and currently has all Permits necessary in the generation of each Account of Borrower. (b) Agent may rely, in In determining which Inventory is Eligible Inventory, Lender may rely on all statements and representations made by Borrower with respect to any Inventory. Unless otherwise indicated in writing to Lender (including, without limitation, any Borrowing Certificate), (i) Borrower has at all times maintained correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory in all material respects, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (ii) has not removed any Inventory from the locations set forth or on behalf permitted herein, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (iii) has produced, used, stored, shipped and maintained Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Borrowers with respect Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto. All ); (iv) except as set forth on Schedule 5.20, has not sold Inventory included in to any customer on approval, or any other basis which entitles the calculation of Eligible customer to return or may obligate Borrower to repurchase such Inventory; (v) has kept Inventory in good and marketable condition; (vi) has not acquired or accepted any Borrowing Base Certificate is Eligible Inventory on consignment or approval except as set forth on Schedule 5.20; and (vii) has not permitted Inventory to be subject to any Lien except Liens in favor of the date of such Borrowing Base CertificateLender.

Accounts and Inventory. (a) Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (i) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (ii) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the ordinary course of business, and substantially in accordance with any purchase order, contract or other document relating thereto; (iii) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (iv) it is not subject to any offset, Lien (other than Permitted Liens), deduction, ongoing defense, dispute or counterclaim, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (v) no purchase order, agreement, document or applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except (i) discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of such Account; and (vii) to the best of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition. (b) Agent may rely, in determining which Inventory is Eligible Inventory, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All -138- Inventory included in the calculation of Eligible Inventory in any Borrowing Base Certificate is Eligible Inventory as of the date of such Borrowing Base Certificate.

Accounts and Inventory. (a) Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:: -131- (i) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (ii) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the ordinary course of business, and substantially in accordance with any purchase order, contract or other document relating thereto; (iii) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (iv) it is not subject to any offset, Lien (other than Permitted Liens), deduction, ongoing defense, dispute or counterclaim, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (v) no purchase order, agreement, document or applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except (i) discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of such Account; and (vii) to the best of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition. (b) Agent may rely, in determining which Inventory is Eligible Inventory, on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Inventory included in the calculation of Eligible Inventory in any Borrowing Base Certificate is Eligible Inventory as of the date of such Borrowing Base Certificate.

Accounts and Inventory. (a) Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, Borrower with respect to each Account at the time it is shown as an Eligible Account any Account. Unless otherwise indicated in a writing to Lender (including, without limitation, any Borrowing Base Certificate), that: (i) it each Account of Borrower is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (ii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services Services by Borrower in the ordinary course of business, business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts, certifications, participations, certificates of need and other documents relating thereto or forming a part of the contract or other document relating thereto; between Borrower and the Account Debtor, (iii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of servicesServices, a copy of which has been furnished or is available to Agent on request; Lender, (iv) it each Account of Borrower together with Lender's security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, ongoing defense, dispute dispute, counterclaim or counterclaimother adverse condition, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason (except Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no purchase orderfacts, agreement, document events or applicable Law restricts assignment occurrences which in any way impair the validity or enforceability of any Account of Borrower or tend to reduce the amount payable thereunder from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whetherLender with respect thereto, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect (A) to the Accountknowledge of Borrower, except the Account Debtor under each Account of Borrower had the capacity to contract at the time any contract or other document giving rise thereto was executed and (iB) discounts or allowances granted in to the ordinary course knowledge of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of Borrower, each such Account; and Account Debtor is solvent, (vii) to the best knowledge of the applicable Borrower’s knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected under any Account of Borrower which might result in any Material Adverse Change in such Account Debtor's financial condition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to have a material adverse effect on the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, if due from a Medicaid/Medicare Account Debtor’s financial condition, is properly payable directly to Borrower, (ix) Borrower has obtained and currently has all material Permits necessary in the generation of each Account of Borrower, and (x) Borrower has disclosed to Lender on each Borrowing Certificate the amount of all Accounts of Borrower for which Medicare is the Account Debtor and for which payment has been denied and subsequently appealed pursuant to the procedure described in the definition of Eligible Receivables hereof. Borrower is pursuing all available appeals in respect of such Accounts which Borrower usually and customarily appeals in the ordinary course of its business. (b) Agent may rely, in In determining which Inventory is Eligible Inventory, Lender may rely on all statements and representations made by Borrower with respect to any Inventory. Unless otherwise indicated in writing to Lender (including, without limitation, any Borrowing Certificate), (i) Borrower has at all times maintained correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory in all material respects, Borrower's cost therefore and daily withdrawals therefrom and additions thereto; (b) has not removed any Inventory from the locations set forth or on behalf permitted herein, except for sales of Inventory in the ordinary course of Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) has produced, used, stored, shipped and maintained Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Borrowers with respect Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto. All ); (d) except as set forth on Schedule 5.20, has not sold Inventory included in to any customer on approval, or any other basis which entitles the calculation of Eligible customer to return or may obligate Borrower to repurchase such Inventory; (e) has kept Inventory in good and marketable condition; and (f) has not acquired or accepted any Borrowing Base Certificate is Eligible Inventory on consignment or approval except as set forth on Schedule 5.20 and (g) has not permitted Inventory to be subject to any Lien except Liens in favor of the date of such Borrowing Base CertificateLender.

Accounts and Inventory. (a) Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by or on behalf of the Borrowers with respect thereto. All Accounts included in the calculation of Eligible Accounts in any Borrowing Base Certificate are Eligible Accounts as of the date of such Borrowing Base Certificate. Borrowers warrant, Borrower with respect to each Account at the time it is shown as an Eligible Account any Account. Unless otherwise indicated in a Borrowing Base Certificatewriting to Lender, that: (i) it each Account of Borrower is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (ii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services by Borrower in the ordinary course of business, business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts, certifications, participations and other documents relating thereto or forming a part of the contract or other document relating thereto; between Borrower and the Account Debtor, (iii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of services, a copy of which has been furnished or is available to Agent on request; Lender, (iv) it each Account of Borrower together with Lender's security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, ongoing defense, dispute dispute, counterclaim or counterclaimother adverse condition, except as arising in the ordinary course of business or otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason, (v) there are no purchase orderfacts, agreement, document events or applicable Law restricts assignment occurrences which in any way impair the validity or enforceability of any Account of Borrower or tend to reduce the amount payable thereunder from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whetherLender with respect thereto, under the UCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (vi) no extension(A) the Account Debtor under each Account of Borrower had the capacity to contract at the time any contract or other document giving rise thereto was executed and (B) each such Account Debtor is solvent, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except (i) discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder or (ii) other discounts or allowances reflected in the Value of such Account; and (vii) to the best of the applicable Borrower’s 's knowledge, (A) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account, (B) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (C) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected under any Account of Borrower which will likely result in any Material Adverse Change in such Account Debtor's financial condition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to have a material adverse effect on the Account Debtor’s financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, (ix) Borrower has obtained and currently has all Permits necessary in the generation of each Account of Borrower. (b) Agent may rely, in In determining which Inventory is Eligible Inventory, Lender may rely on all statements and representations made by Borrower with respect to any Inventory. Unless otherwise indicated in writing to Lender (including, without limitation, any Borrowing Certificate), (i) Borrower has at all times maintained correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory in all material respects, Borrower's cost therefore and daily withdrawals therefrom and additions thereto; (b) has not removed any Inventory from the locations set forth or on behalf permitted herein, except for sales of Inventory in the ordinary course of Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) has produced, used, stored, shipped and maintained Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Borrowers with respect Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto. All ); (d) except as set forth on Schedule 5.20, has not sold Inventory included in to any customer on approval, or any other basis which entitles the calculation of Eligible customer to return or may obligate Borrower to repurchase such Inventory; (e) has kept Inventory in good and marketable condition; and (f) has not acquired or accepted any Borrowing Base Certificate is Eligible Inventory on consignment or approval except as set forth on Schedule 5.20 and (g) has not permitted Inventory to be subject to any Lien except Liens in favor of the date of such Borrowing Base CertificateLender.