Common use of Accounts Clause in Contracts

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 written reports submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledge, except as reflected on the written reports submitted to Agent hereunder, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by any Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all material respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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 made available to Agent on its request; (d) it is not subject to any offset, Lien (other than Agent’s LienLien and Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law validly restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 or otherwise described in the reports submitted to Agent hereunder; and (g) to the best of Borrowers’ each Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: : (a) it is genuine and enforceable in all respects what it purports to be, accordance with its terms and is not evidenced by a judgment; ; (b) 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; ; (c) 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; ; (d) it is not subject to any offset, Lien (other than Agent’s LienPermitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; ; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and hereunder and (g) to the best of Borrowers’ ' knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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 's financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with With respect to the Accounts of the Obligors: (i) each Account at and the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what it purports they purport to be; (ii) each Account arises out of a bona fide transaction for goods sold and delivered (or in the process of being delivered) by an Obligor or for services actually rendered by an Obligor, which transaction was conducted in the ordinary course of the Obligor’s business and was or will be performed substantially in accordance with the terms of any documents pertaining thereto; (iii) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore delivered to, or submitted to the Control of, the Administrative Agent; provided that this subsection (iii) is not intended to (A) require the endorsement or delivery of ordinary course records and payment instructions or (B) require the endorsement or delivery of any individual Instrument or Chattel Paper in an amount of less than $500,000; (iv) the amount of each Account as shown on the applicable Obligor’s books and records, and on all invoices and statements which may be delivered to the Administrative Agent with respect thereto, is not payable to the applicable Obligor and no material portion of the Accounts are contingent; (v) no Account is evidenced by a judgment; (b) it arises out of a completed, bona fide sale and delivery of goods there are no set-offs, counterclaims or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract disputes existing or other document relating thereto; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized asserted with respect to the Account, except discounts or allowances granted any Account that 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions threatened or pending against any Account Debtor that aggregate could reasonably be expected to have a Material Adverse Effect, and no Obligor has made any agreement with any account debtor for any deduction from any Account except a discount or allowance for prompt payment allowed by the applicable Obligor and other discounts or allowances made in the ordinary course of its business; (vi) there are no facts, events or occurrences which in any material adverse effect respect impair the validity or enforcement of any Material Account or could reasonably be expected to materially reduce the amount payable thereunder as shown on the applicable Obligor’s books and records and all invoices and statements delivered to the Administrative Agent with respect thereto; (vii) the right to receive payment under each Account Debtor’s financial condition.is assignable except where the account debtor with respect to such Account is the United States government or any state government or any agency, department or instrumentality thereof, to the extent the assignment of any such right to payment is prohibited or limited by applicable law, regulations, administrative guidelines or contract; and (viii) the goods sold and/or services furnished giving rise to each Account are not subject to any security interest or Lien except the security interest granted the Administrative Agent herein and except for Permitted Liens;

Accounts. The Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers the Loan Parties with respect thereto. Borrowers warrantEach Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to the Administrative Agent on request; (d) it is not subject to any offset, Lien (other than the Administrative Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to the Administrative Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law applicable Laws restricts assignment of the Account to the Administrative Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 Administrative Agent hereunder; and (g) to the best of Borrowers’ each Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 Proceedingany proceeding under any Debtor Relief Laws, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in In determining which Accounts are either Eligible Accounts or Eligible Investment Grade Accounts, Administrative Agent may rely on all statements and representations made by Borrowers with respect thereto. Borrowers warrantrepresent and warrant that, with respect to each Account (and, to the extent applicable, the Account Debtor related thereto) at the time it is shown included as either an Eligible Account or an Eligible Investment Grade Account in a Borrowing Base Certificate, that: (a) it is genuine and such Account satisfies all of the requirements of an Eligible Account set forth in all respects what it purports to bethe definition of “Eligible Account” or an Eligible Investment Grade Account set forth in the definition of “Eligible Investment Grade Account”, and is not evidenced by a judgmentas applicable; (b) it such Account is, in all respects, genuine, and enforceable in accordance with its terms except for such limits thereon arising from any applicable Debtor Relief Laws or general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity); (c) such Account arises out of a completed, bona fide sale and delivery of goods Goods or rendition rendering of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract contract, or other document relating thereto; (cd) it such Account is for a sum certain, maturing as stated in certain shown on the invoice covering such sale or rendition rendering of services, services (or a schedule thereto) and will mature as stated in such invoice; (e) a true and complete copy of the invoice relating to such Account has been furnished to Administrative Agent (but only to the extent Administrative Agent has requested a copy of which has been furnished or is available to Agent on requestsuch invoice); (df) it such Account is absolutely owing by such Account Debtor, without contingency in any respect; (g) no extension, compromise, settlement, modification, credit, deduction, discount, allowance, or return has been authorized with respect to such Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment; (h) such Account is not subject to any right of offset, Lien (other than Administrative Agent’s LienLien and Permitted Liens), discount, charge back, deduction, defense, dispute, counterclaim counterclaim, or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency Administrative Agent in any respectwriting; (ei) no purchase order, agreement, document document, or Applicable Law restricts assignment of the such Account to Administrative Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (gj) to the best of Borrowers’ knowledge, (i) there are no facts facts, events, or circumstances that are reasonably likely to impair the enforceability validity, enforceability, or collectibility of such AccountAccount or materially reduce the amount payable, or significantly delay payment, thereunder; (ii) the related Account Debtor had the capacity to contract when the such 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, failed or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any such Account Debtor that could reasonably be expected to have a material adverse effect on the such Account Debtor’s financial condition; (k) there are no written or oral agreements or understandings between any Borrower and the related Account Debtor for the Account Debtor to make any payment on such Account in any manner inconsistent with the terms of this Agreement or the other Loan Documents; and (l) none of the transactions giving rise to such Account violate any Applicable Law, all documentation relating thereto is legally sufficient under such Applicable Law, and all such documentation is legally enforceable in accordance with its terms, except as enforceability may be limited by any Debtor Relief Law or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower and/or any Borrowing Base Guarantor, as applicable, with respect thereto. Borrowers warrantEach of Borrower and each Borrowing Base Guarantor warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all material respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law validly restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)Agent, and the applicable Borrower and/or Borrowing Base Guarantor, as applicable, is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ Borrower’s and each Borrowing Base Guarantor’s actual knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s and/or Borrowing Base Guarantor’s, as applicable, customary credit standards, is SolventSolvent (except to the extent clauses (f)(i) and (ii) of the definition of “Eligible Account” apply), is not contemplating or subject to an Insolvency ProceedingProceeding (except to the extent clauses (f)(i) and (ii) of the definition of “Eligible Account” apply), and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed in the Borrowing Base Certificate and, if requested since the date of the last Borrowing Base Certificate, otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCCUCC or PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Subject to the Intercreditor, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: may: (a) it is genuine and in direct the Account Debtors under any Accounts to make payment of all respects what it purports amounts due or to bebecome due to such Grantor thereunder directly to the Collateral Agent, and is not evidenced by a judgment; (b) it arises out notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, or (c) enforce collection, at the Grantors’ expense, of a completedany such Accounts and to adjust, bona fide sale and delivery of goods settle or rendition of services compromise the amount or payment thereof, in the Ordinary Course of Business, same manner and substantially to the same extent as any applicable Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Accounts in accordance with the preceding sentence, any purchase order, contract or other document relating thereto; payments of Accounts received by such Grantor will be forthwith (cand in any event within two Business Days) it is for a sum certain, maturing as stated deposited by such Grantor in the invoice covering exact form received, duly indorsed by such sale or rendition of servicesGrantor to the Collateral Agent if required, in a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in collateral account maintained under the Ordinary Course of Business sole dominion and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment control of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the applicable Borrower is Accounts, any Supporting Obligation or Collateral Support will be received in trust for the sole payee benefit of the Collateral Agent hereunder and will be segregated from other funds of such Grantor and such Grantor will not adjust, settle or remittance party shown on compromise the invoice; (f) no extension, compromise, settlement, modification, credit, deduction amount or return has been authorized with respect to the payment of any Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts release wholly or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions threatened or pending against partly any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial conditionor obligor thereof, or allow any credit or discount thereon.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: : (a) it is genuine and enforceable in all respects what it purports to be, accordance with its terms and is not evidenced by a judgment; ; (b) 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; ; (c) 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; ; (d) it is not subject to any offset, Lien (other than Agent’s LienPermitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; ; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and hereunder and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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, as reasonably determined by the Borrowers in good faith.

Accounts. Agent Custodian shall open and maintain a separate account or accounts in the name of each Portfolio of the Fund, subject only to draft or order by Custodian pursuant to the terms of this agreement, and shall maintain in such account or accounts all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio pursuant to Rule 17f-3 promulgated under the Investment Company Act of 1940 (the "40 Act"). Custodian may rely, deposit the securities held in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in account of a Borrowing Base Certificate, thatPortfolio: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgmentthe banking department of Custodian; (b) it arises out in such other banks or trust companies, including affiliates of a completedCustodian, 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 theretoas Custodian may deem appropriate; (c) it is for in its accounts with a sum certainclearing agency registered with the Securities and Exchange Commission (the "Commission") under Section 17A of the Securities Exchange Act of 1934 (the "Exchange Act"), maturing which acts as stated in a securities depository (the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request;"Securities Depository"); or (d) it in a book-entry account which is maintained for the Custodian by a Federal Reserve bank (the "Book Entry Account"). So long as Custodian maintains any account pursuant to subsections (c) and (d) above for a Portfolio, Custodian shall comply with the requirements of Rule 17f-4, including, but not subject to any offset, Lien limited to: (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising i) deposit the Securities in such an account that includes only assets held for the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respectPortfolio; (eii) no purchase order, agreement, document send the Fund confirmation of any transfers to or Applicable Law restricts assignment of from the Account to Agent (regardless of whether, under account maintained for the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoicePortfolio; (fiii) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to Securities transferred to the account of the Portfolio, identify as belonging to the Portfolio, by book-entry or otherwise, a quantity of such Securities in the fungible bulk of Securities (A) registered in the name of Custodian or its nominee, or (B) shown on Custodian's account on the books of the Securities Depository, the Book-Entry Account, except discounts or allowances granted in Custodian's agent; (iv) promptly send to the Ordinary Course Fund reports it receives from the appropriate Federal Reserve Bank of Business for prompt payment that are reflected Securities Depository on the face its system of the invoice related thereto and in the reports submitted to Agent hereunderinternal accounting control; and (gv) send to the best Fund such reports of Borrowers’ knowledge, (i) there the systems of internal accounting control of Custodian and its agents through which such Securities are no facts or circumstances that deposited as are available and as the Fund may reasonably likely request from time to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditiontime.

Accounts. Agent may rely, in determining which Accounts are Eligible Billed Accounts and Eligible Unbilled Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Billed Account and an Eligible Unbilled Account in a Borrowing Base CertificateReport, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s LienLien and Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in of any respectkind; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower Obligor is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto or in Obligors’ records with respect thereto and in the reports submitted to Agent hereunder; and (g) to the best of BorrowersObligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’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 (iii) 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.

Accounts. Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateReport, that: (a) it is genuine and in all material respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Administrative Agent on request; (d) it is not subject to any offset, Lien (other than Permitted Liens in favor of the account bank or Liens in favor of Administrative Agent’s Lien, the Term Loan Agent or holders of Permitted Junior Priority Secured/Unsecured Debt), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Administrative Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Administrative Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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 Administrative Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. (a) Each Loan Party hereby represents and warrants to the Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrantthe Lenders, with respect to such Loan Party's and its Subsidiaries' respective Accounts, that: (i) each existing Account at represents, and each future Account will represent, a bona fide sale or lease and delivery of goods by such Loan Party or the time it is shown relevant Subsidiary, as an Eligible applicable, or rendition of services by such Loan Party or the relevant Subsidiary, as applicable, in the ordinary course of such Loan Party's or such Subsidiary's respective business; (ii) each existing Account is, and each future Account will be, for a liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice therefor or in the schedule thereof delivered to the Agent, without any offset, deduction, defense, or counterclaim except those known to such Loan Party and reported to the Agent and the Lenders pursuant to this Agreement; (iii) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except as reported to the Agent and the Lenders in accordance with this Agreement or properly reflected in a Borrowing Base Certificate; (iv) each copy of an invoice delivered to the Agent by such Loan Party or any of its Subsidiaries will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in each invoice will have been delivered to the Account Debtor and all services of such Loan Party or the relevant Subsidiary, that: (a) it is genuine and as applicable, described in all respects what it purports to be, and is not evidenced by a judgment;each invoice will have been performed. (b) it arises out Neither any Loan Party nor any of its Subsidiaries shall re-date any invoice or sale or make sales on extended dating beyond that customary in such Loan Party's or the relevant Subsidiary's, as applicable, business or modify any Account or extend any Account. If any Loan Party becomes aware of any matter materially adversely affecting the collectability of any Account or Account Debtor involving an amount greater than $250,000, including information regarding the Account Debtor's creditworthiness, such Loan Party will promptly so advise the Agent and if such Loan Party is a completedBorrower, 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;exclude such Account from its Eligible Accounts. (c) Neither any Loan Party nor any of its Subsidiaries shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Agent's written consent. If the Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account and not payment thereof and such Loan Party will promptly deliver or cause to be delivered such instrument to the Agent, endorsed by such Loan Party or the relevant Subsidiary, as applicable, to the Agent in a manner satisfactory in form and substance to the Agent. Regardless of the form of presentment, demand or notice of protest with respect thereto, the applicable Loan Party or Subsidiary shall remain liable thereon until such instrument is for a sum certain, maturing as stated paid in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request;full. (d) it is not subject Other than with respect to any offsetcredits, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising chargebacks and discounts issued in the Ordinary Course ordinary course of Business business, each Loan Party shall notify the Agent promptly of all disputes and disclosed to Agent; and it is absolutely owing by the claims in excess of $250,000 with any Account Debtor, and agrees (and shall cause each of its Subsidiaries to agree) to settle, contest, or adjust such dispute or claim at no expense to the Agent or any Lender. No discount, credit or allowance shall be granted by any Loan Party or any of its Subsidiaries to any such Account Debtor without contingency the Agent's prior written consent, except for discounts, credits and allowances made or given in any respect; the ordinary course of such Loan Party's or the relevant Subsidiary's, as applicable, business when no Event of Default exists hereunder. Each Loan Party shall send (eor cause to be sent to) no purchase orderthe Agent a copy of each credit memorandum in excess of $250,000 as soon as issued and, agreementif such Loan Party is a Borrower, document or Applicable Law restricts assignment such Loan Party shall promptly report that credit on Borrowing Base Certificates submitted by it. The Agent may, and at the direction of the Majority Lenders shall, at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account to Debtors for amounts and upon terms which the Agent (regardless of whetheror the Majority Lenders, under the UCCas applicable, shall consider advisable and, in all cases, the restriction is ineffective)Agent will credit the Borrower's Loan Account with only the net amounts received by the Agent in payment of any such Loan Party's or Subsidiary's, and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extensionas applicable, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionAccounts.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect thereto. Borrowers warrantBorrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all material respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law validly restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)Agent, and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ Borrower’s actual knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is SolventSolvent (except to the extent clauses (f)(i) and (ii) of the definition of “Eligible Account” apply), is not contemplating or subject to an Insolvency ProceedingProceeding (except to the extent clauses (f)(i) and (ii) of the definition of “Eligible Account” apply), and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s LienLien and the Lien in favor of Term Loan Agent under the Term Loan Documents), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoiceinvoice for the Account; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is has not evidenced by a been reduced to judgment; (b) 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; (c) 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; (d) it is not subject to any potential offset, Lien (other than Agent’s LienLien and other Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), except with respect to Accounts owing by the United States or any State, department, agency or instrumentality thereof and the Assignment of Claims Act or any similar State or local law, if applicable, have been complied with in a manner satisfactory to Agent, and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, each Borrower with respect to any Account or Accounts. With respect to each Account at the time it is shown as an of each Borrower’s Eligible Account Accounts, unless otherwise disclosed to Agent in a Borrowing Base Certificate, thatwriting: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods (excluding any goods that constitute “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor Agreement) or rendition of services by such Borrower, in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the material terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between such Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestAgent; (div) it is not subject to any offsetThere are no facts, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim events or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency occurrences which in any respectmaterial way impair the validity or enforceability of any Eligible Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered or made available to Agent with respect thereto; (ev) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to To the best of Borrowers’ such Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (1) had the capacity to contract when at the time any contract or other document giving rise to the Eligible Account arose, continues to meet was executed and (2) such Account Debtor is Solvent; and (vi) To the applicable best of such Borrower’s customary credit standardsknowledge, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any the Account Debtor that could thereunder which would reasonably be expected to have a result in any material adverse effect on the change in such Account Debtor’s financial conditioncondition or the collectibility of such Account.

Accounts. The Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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 the Administrative Agent on request; provided that no such invoice shall be required for any Railcar Receivables; (d) it is not subject to any offset, Lien (other than the Administrative Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to the Administrative Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to the Administrative Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ actual knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Qualified Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Lender, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (a) it It is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts, certification, participation, certificate of need, or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (c) it It is for a sum certain, liquidated amount maturing as stated in the a duplicate claim or invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestLender; (d) it Such Account, and Lender's security interest therein, is not, and will not (by voluntary act or omission by Borrower), be in the future, subject to any offset, Lien (other than Agent’s Lien)lien, deduction, defense, dispute, counterclaim or any other adverse condition except as arising in the Ordinary Course of Business condition, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (e) 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 Accounts 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 whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoiceLender with respect thereto; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to To the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder had the capacity to contract when at the time any contract or other document giving rise to 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; was executed and (iiiii) such Account Debtor is solvent; (g) To the best of Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on change in such Account Debtor's financial condition or the collectibility of such Account; (h) It has been billed and forwarded to the Account Debtor’s financial conditionDebtor for payment in accordance with applicable laws and compliance and conformance with any and requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and such Account if due from a Medicaid/Medicare Account Debtor is properly payable directly to Borrower; and (i) Borrower has obtained and currently has all certificates of need, Medicaid and Medicare provider numbers, licenses, permits and authorizations as necessary in the generation of such Accounts.

Accounts. Agent may rely, Each of the parties hereto hereby agrees that each Account shall be deemed to be a Securities Account. Each of the parties hereto hereby agrees to cause any Securities Intermediary that holds any Cash or other Financial Asset for the Borrower in determining which Accounts are Eligible Accounts, on all statements an Account to agree with the parties hereto that (A) the cash and representations made by Borrowers with respect thereto. Borrowers warrant, other property (subject to Section 6.4(e) below with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (property other than Agent’s Lien)investment property, deduction, defense, dispute, counterclaim or other adverse condition except as arising defined in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (eSection 9-102(a)(49) no purchase order, agreement, document or Applicable Law restricts assignment of the Account UCC) is to Agent be treated as a Financial Asset and (regardless of whether, under B) the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to jurisdiction governing the Account, except discounts or allowances granted all Cash and other Financial Assets credited to the Account and the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in any Account be registered in the Ordinary Course name of, payable to the order of, or specially Indorsed to, the Borrower, unless such Financial Asset has also been Indorsed in blank or to the Administrative Agent or other Securities Intermediary that holds such Financial Asset in such Account. Notwithstanding anything in this Agreement to the contrary, it is hereby understood and agreed that, notwithstanding the establishment of Business each Account, no Account shall be available for prompt the receipt or payment of any amounts or other Collateral until such time as the Collateral Agent notifies the Borrower and the Administrative Agent that are reflected on such Account is operational and available to receive or pay such amounts and other Collateral (and the face of Securities Intermediary and the invoice related thereto and Collateral Agent shall have no liability for any failure or delay in the reports submitted to Agent hereunder; and (g) receipt or payment of such amounts or other Collateral prior to the best of Borrowers’ knowledge, (i) there are no facts or circumstances date that are reasonably likely to impair the enforceability or collectibility of Collateral Agent notifies the Borrower and the Administrative Agent that such Account; (ii) 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, operational and has not failed, or suspended or ceased doing business; available for deposits and (iii) 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 conditionpayments).

Accounts. (a) The Grantor hereby represents and warrants to the Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrantthe Lenders, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateGrantor’s Accounts (other than the Other Affiliate Accounts), that: : (ai) it is genuine and in all respects what it purports to beeach existing Account (other than the Other Affiliate Accounts) represents, and is not evidenced by each future Account (other than the Other Affiliate Accounts) will represent, a judgment; (b) it arises out of a completed, bona fide sale or lease and delivery of goods by the Grantor, or rendition of services by the Grantor, in the Ordinary Course ordinary course of Businessthe Grantor’s business; (ii) each existing Account (other than the Other Affiliate Accounts) is, and substantially in accordance with any purchase ordereach future Account (other than the Other Affiliate Accounts) will be, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice covering such sale therefor or rendition of servicesin the schedule thereof delivered to the Agent, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to without any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, or counterclaim or other adverse condition except as arising in those known to the Ordinary Course of Business Grantor and disclosed to Agentthe Agent and the Lenders pursuant to this Security Agreement; (iii) no payment will be received with respect to any Account (other than the Other Affiliate Accounts), and no credit, discount, or extension, or agreement therefor will be granted on any Account (other than the Other Affiliate Accounts), except as reported to the Agent and the Lenders in Borrowing Base Certificates delivered in accordance with this Security Agreement; (iv) each copy of an invoice delivered to the Agent by the Grantor will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in any invoice representing a sale of goods will have been delivered to the Account Debtor and all services of the Grantor described in each invoice will have been performed. (b) The Grantor shall not re-date any invoice or sale or make sales on extended dating beyond that customary in the Grantor’s business or extend or modify any Account (other than the Other Affiliate Accounts). If the Grantor becomes aware of any matter adversely affecting the collectibility of any Account or the Account Debtor therefor involving an amount greater than $2,500,000, including information regarding the Account Debtor’s creditworthiness, the Grantor will promptly so advise the Agent and exclude such Account from Eligible Accounts. (c) The Grantor shall not accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account (other than the Other Affiliate Accounts) without the Agent’s written consent. If the Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account (other than the Other Affiliate Accounts) and not payment thereof and the Grantor will promptly deliver such instrument to the Agent, endorsed by the Grantor to the Agent in a manner satisfactory in form and substance to the Agent. Regardless of the form of presentment, demand, notice of protest with respect thereto, the Grantor shall remain liable thereon until such instrument is absolutely paid in full. (d) The Grantor shall notify the Agent promptly of all disputes and claims in excess of $5,000,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Agent or any Lender. No discount, credit or allowance shall be granted to any such Account Debtor without the Agent’s prior written consent, except for discounts, credits and allowances made or given in the ordinary course of the Grantor’s business when no Event of Default exists hereunder. The Grantor shall send the Agent a copy of each credit memorandum in excess of $5,000,000 as soon as issued, and the Grantor shall promptly report that credit on Borrowing Base Certificates submitted by it. The Agent may at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Agent or the Required Lenders, as applicable, shall consider advisable and, in all cases, the Agent will credit the Grantor’s Loan Account with the net amounts received by the Agent in payment of any Accounts (other than the Other Affiliate Accounts). (e) If an Account Debtor returns any Inventory to the Grantor when no Event of Default exists, then the Grantor shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. The Grantor shall immediately report to the Agent any return involving an amount in excess of $5,000,000. Each such report shall indicate the reasons for the returns. In the event any Account Debtor returns Inventory to the Grantor when an Event of Default exists, the Grantor, upon the request of the Agent, shall not issue any credits or allowances with respect thereto without the Agent’s prior written consent. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized Debtor with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionreturned Inventory.

Accounts. The Agent may rely, in determining which Accounts are Eligible Accounts and Eligible Foreign Accounts, on all statements and representations made by the Borrowers with respect thereto. The Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account or an Eligible Foreign Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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 contract, or other document relating thereto; (c) 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 the Agent on request; (d) it is not subject to any offset, Lien (other than the Agent’s Lien), deduction, defense, dispute, counterclaim counterclaim, or other adverse condition except as arising in the Ordinary Course of Business and disclosed to the Agent; , and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document document, or Applicable Law restricts assignment of the Account to the Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction deduction, or return has been authorized with respect to the Account, except 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 the Agent hereunder; and (g) to the best of the Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; Account and (ii) 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, failed or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine Each Borrower hereby represents and in all respects what it purports warrants to bethe Bank and agrees with the Bank that: (i) each existing Account represents, and is not evidenced by each future Account will represent, a judgment; (b) it arises out of a completed, bona fide sale or lease and delivery of goods by such Borrower, or rendition of services by such Borrower, in the Ordinary Course ordinary course of Businesssuch Borrower's business; (ii) each existing Account is, and substantially in accordance with any purchase ordereach future Account will be, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice covering such sale therefor or rendition of servicesin the schedule thereof delivered to the Bank, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any without offset, Lien (other than Agent’s Lien), deduction, defense, disputeor counterclaim; (iii) no payment will be received with respect to any Account, counterclaim and no credit, discount, or extension, or agreement therefor will be granted on any Account, except as reported to the Bank in accordance with this Agreement; (iv) each copy of an invoice delivered to the Bank by the Borrowers will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in each invoice will have been delivered to the Account Debtor and all services of the Borrowers described in each invoice will have been performed. (b) No Borrower shall accept any note or other adverse condition instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Bank's written consent. If the Bank consents to the acceptance of any such note or other instrument, it shall be considered as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment evidence of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)and not payment thereof, and the applicable Borrower will promptly deliver such note or instrument to the Bank appropriately endorsed. Regardless of the form of presentment, demand, notice of dishonor, protest, and notice of protest with respect thereto, the applicable Borrower will remain liable thereon until such note or instrument is the sole payee or remittance party shown on the invoice;paid in full. (fc) If required by the Bank at any time that an Event of Default exists, each Borrower shall notify the Bank promptly of all disputes and claims with account debtors and settle or adjust them at no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect expense to the AccountBank, except discounts but no discount, credit or allowances allowance shall be granted to any account debtor without the Bank's consent. If required by the Bank at any time that an Event of Default exists, each Borrower shall send the Bank copies of all credit memoranda. The Bank may at all times when an Event of Default exists hereunder settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Bank considers advisable and, in all cases, 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet Bank will credit the applicable Borrower’s customary credit standards, is Solvent, is not contemplating 's loan account with only the net amounts received by the Bank in payment of any Accounts. (d) At any time that an Event of Default exists the Bank or subject the Bank's designee may notify obligors that the Accounts have been assigned to an Insolvency Proceedingthe Bank and of the Security Interest therein, and has not failedmay collect them directly and charge the collection costs and expenses to such Borrower's loan account as a Base Rate Revolving Loan. At the Bank's request, or suspended or ceased doing business; each Borrower shall execute and (iii) there deliver to the Bank such documents as the Bank shall require to grant the Bank access to any post office box in which collections of Accounts 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 conditionreceived.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) once billed, 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, Borrower’s knowledge (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in of any respectkind; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, UCC or other Applicable Law the restriction is ineffective), and the applicable Borrower Obligor is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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; and (g) to the best of BorrowersObligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; and (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’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 (iii) 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.

Accounts. Agent Without limiting the provisions of Section 5.15 or the statements contained in any Borrowing Base Certificate, each Borrower hereby represents and warrants that the statements in each Borrowing Base Certificate are or will be when such Borrowing Base Certificate is delivered true and correct in all material respects. The Agents may rely, in determining which Accounts are Eligible AccountsReceivables, on all statements and representations made by the Borrowers with respect thereto. Borrowers warrantEach Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account Receivable in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to the Administrative Agent on request; (d) it is not subject to any offset, Lien (other than the Collateral Agent’s Lien and the Trustee’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course ordinary course of Business business and disclosed to the Administrative Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to the Administrative Agent (regardless of whether, under the UCCUCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 the Administrative Agent hereunder; and (g) to the best of Borrowers’ each Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect Material Adverse Effect on the Account Debtor’s financial condition.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent and is not subject to any discount or deduction except discounts and deductions arising in the Ordinary Course of Business consistent with past practices or otherwise disclosed in writing to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCCUCC and/or PPSA, as applicable, the restriction is ineffective), and the applicable Borrower Obligor is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of BorrowersObligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’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 (iii) 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.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Lender, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestLender; (div) it Such Account, and Lender's security interest therein, is not, and will not (by voluntary act or omission of Borrower) be in the future, subject to any offset, Lien (other than Agent’s Lien), deduction, recoupment, defense, dispute, counterclaim or any other adverse condition except as arising for disputes resulting in returned goods where the Ordinary Course of Business amount in controversy is deemed by Lender to be immaterial, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (ev) Borrower has made no purchase order, agreement, document or Applicable Law restricts assignment of the agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except discounts or allowances which are granted by Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that and which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andLender pursuant to subsection 6.2.1 hereof; (gvi) There are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Lender with respect thereto; (vii) To the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (1) had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, was executed and (2) such Account Debtor is Solvent; and (viii) To the best of Borrower's knowledge, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s 's financial conditioncondition or the collectibility of such Account.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to beopen no bank accounts other than (i) the Proceeds Accounts, (ii) the Project Accounts, (iii) the Earnings Accounts, (iv) the Debt Service Reserve Account, and is not evidenced (v) such other accounts as from time to time may be approved by a judgmentthe Facility Agent; (b) it arises out of a completedmaintain no bank accounts other than (i) the Proceeds Accounts, bona fide sale and delivery of goods or rendition of services in (ii) the Ordinary Course of BusinessProject Accounts, (iii) the Earnings Accounts (iv) the Debt Service Reserve Account, and substantially (v) any other account(s) as may be approved by the Facility Agent as contemplated in accordance with any purchase order, contract or other document relating theretosub-paragraph (v) of paragraph (a) of this clause 10.2.9; (c) it is for a sum certainmaintain each of the Proceeds Accounts, maturing as stated in the invoice covering such sale or rendition of servicesEarnings Accounts, a copy of which has been furnished or is available to Agent on requestthe Project Accounts and the Debt Service Reserve Account with the Account Bank; (d) use all reasonable endeavours to procure that the Charterer and any other relevant person shall pay all Charter Rate and other Earnings relating to each Rig into the Earnings Account relating to that Rig and the Borrower further agrees that it will procure that all payments of Charter Rate and other Earnings relating to that Rig which are received by it, the Rig Owner which is not subject the owner of that Rig or any other member of the Group shall be paid into the Earnings Account relating to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising that Rig for application in accordance with clause 5 of the Ordinary Course Deed of Business Proceeds and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respectPriorities; (e) no purchase order, agreement, document pay or Applicable Law restricts assignment procure the payment of all compensation from time to time during the Security Period received in respect of any requisition of a Rig for hire into the Earnings Account relating to that Rig for application in accordance with clause 5 of the Account to Agent (regardless Deed of whether, under the UCC, the restriction is ineffective), Proceeds and the applicable Borrower is the sole payee or remittance party shown on the invoicePriorities; (f) no extension, compromise, settlement, modification, credit, deduction pay or return has been authorized procure the payment of any Loss of Earnings Proceeds relating to a Rig into the Earnings Account relating to that Rig for application in accordance with respect clause 5 of the Deed of Proceeds and Priorities; (g) procure the payment of any moneys received or receivable by a Rig Owner from the Hedging Provider under or pursuant to the Account, except discounts Hedging Agreements to which that Rig Owner is a party into the Earnings Account relating to the Rig of which that Rig Owner is the owner; (h) pay or allowances granted in procure the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto proceeds of any confiscation and expropriation insurances (if any) in respect of a Rig into the Proceeds Account relating to that Rig; (i) do nothing which may prevent the Security Trustee and the Facility Agent applying all Charter Rate and other Earnings relating to a Rig in accordance with the Deed of Proceeds and Priorities and in repayment or prepayment (as applicable) of the reports submitted Loans, in accordance with clause 8.7 or clause 8.8 hereof and clause 5 and/or 9 of the Deed of Proceeds and Priorities, as the case may be; (j) pay (A) proceeds in respect of any disposal of the whole or part of a Rig, (B) Total Loss Proceeds relating to Agent hereunderthat Rig and (C) the whole amount of any other Insurance Proceeds relating to that Rig (excluding Loss of Earnings Proceeds) where the amount of those proceeds exceeds the Casualty Amount and (following the occurrence of an Event of Default) any Insurance Proceeds less than the Casualty Amount and (D) guarantee payments in respect of the Rig Rights relating to that Rig, or procure that all such proceeds are paid into the Proceeds Account relating to that Rig, for application in accordance with clause 6 of this Agreement and/or clauses 5, 6 or 9 (as applicable) of the Deed of Proceeds and Priorities; and (gk) procure that all Liquidated Damages payable to a Rig Owner or in respect of the best Rig of Borrowers’ knowledgewhich that Rig Owner is the owner, (i) there are no facts or circumstances paid into the Proceeds Account relating to that are reasonably likely to impair Rig, for application in accordance with clause 9 of the enforceability or collectibility Deed of such Account; (ii) 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, Proceeds and has not failed, or suspended or ceased doing business; and (iii) 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.Priorities;

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect (a) As to each Account at owed to the time it Borrower, such Account is shown as an Eligible (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in a Borrowing Base Certificatethe ordinary course of Borrower’s business and (ii) owed to Borrower without any known defenses, that: (a) it is genuine and in all respects what it purports to bedisputes, and is not evidenced by a judgment;offsets, counterclaims, or rights of return or cancellation. (b) it arises out As of a completedthe Closing Date, bona fide all Accounts of the Borrower and its Subsidiaries are lawfully owned by Borrower (other than as explicitly set forth on Schedule 3 to the Perfection Certificate as of the Closing Date, which are the only Accounts owned by any of the Borrower’s Subsidiaries and not by Borrower), and, without limiting the generality of the foregoing: (i) such Accounts are owed to the Borrower in connection with purchase orders or contracts issued by the applicable Account Debtors to Borrower for the sale and delivery of goods Inventory or the rendition of services in by Borrower to such Account Debtors, (ii) to the Ordinary Course extent that a Subsidiary of Business, and substantially in accordance with any Borrower receives a purchase order, order or contract or other document relating thereto; (c) it is for a sum certain, maturing as stated in the invoice covering such sale of Inventory or rendition of services, its receipt of such purchase order or contract is solely in its capacity as a copy of which has been furnished or is available service provider (a “Subsidiary Service Provider”) to Agent on request; (d) it is not subject Borrower pursuant to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment one of the Account to Agent (regardless of whetherSales Support Services Agreements, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings any invoice sent to the applicable Account Debtors in connection with such sale of Inventory or actions threatened rendition of services has been sent directly by Borrower to such Account Debtors. No Subsidiary Service Provider has any authority to sign or pending accept purchase orders or contracts on behalf of Borrower or to sign or issue invoices on behalf of Borrower. Each of the Sales Support Services Agreements (A) is in full force and effect and is binding upon and enforceable against each Person that is a party thereto in accordance with its terms, and (B) has not been amended or modified since the Closing Date. (c) No Subsidiary of Borrower has any interest in any Account Debtor that could reasonably be expected other than as explicitly set forth on Schedule 3 to have a material adverse effect on the Account Debtor’s financial conditionPerfection Certificate.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) Borrower shall furnish Lender such information concerning the Accounts and Account Debtors as Lender may from time to time reasonably request and Lender may take such actions as it is genuine deems appropriate to verify and in all respects what it purports to beconfirm such information, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtorincluding, without contingency in any respect; (e) no purchase orderlimitation, agreement, document or Applicable Law restricts assignment writing to and speaking with Account Debtors. Borrower shall perform all of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized its obligations with respect to the AccountAccounts in all material respects. Borrower shall not amend, except discounts modify, waive or allowances granted in the Ordinary Course terminate any term or provision of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions threatened or pending against any Account Debtor that outside the ordinary course of business in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral. Borrower shall not (i) grant any extension of the time of payment of any Account, (ii) compromise or settle any dispute or legal proceeding with respect to any Account in any material respect and outside of the ordinary course of business for less than the total unpaid balance thereof , (iii) release, wholly or partially, any Person liable for the payment thereof, or (iv) allow any credit or discount thereon, other than in the ordinary course of Borrower’s business and while no Unmatured Event of Default or Event of Default shall have a material adverse effect on the occurred and is continuing. Borrower shall use its commercial best efforts to cause to be collected from each Account Debtor, as and when due (including, without limitation, amounts which are delinquent) any and all amounts owing under or on account of any Account, and apply all collected amounts to the outstanding balance of such Account immediately upon receipt thereof; provided, however, that nothing herein shall obligate Borrower to institute legal proceedings against any such Account Debtor. At all times the costs of collection shall be borne by Borrower and if incurred by Lender shall be reimbursed by Borrower to Lender upon demand and such reimbursement obligation until paid shall bear interest at the Default Rate and shall be secured hereby. (b) Upon the occurrence and during the continuance of any Event of Default, Lender shall have the immediate right at any time, in its sole and absolute discretion, without notice thereof to Borrower, to (i) notify any or all Account Debtors that the Accounts have been assigned to Lender, (ii) direct such Account Debtors to make all payments due or to become due with respect to the Accounts directly to Lender, and (iii) enforce payment and collect, by legal proceedings or otherwise, the Accounts in the name of Lender. Upon the occurrence and during the continuance of any Unmatured Event of Default or Event of Default, Borrower agrees to promptly notify at its own expense after Lender’s financial conditionrequest all Account Debtors to make payment to Lender of any amounts due or to become due to it with respect to the Accounts. (c) Notwithstanding anything to the contrary in this Agreement, Borrower shall remain liable under each of its Accounts to observe and perform all of the conditions and obligations to be observed and performed by Borrower under such Account. Borrower agrees that Lender shall not have any obligation or liability or obligation to perform under any Account or any agreement or document giving rise thereto or any obligation in connection therewith.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect theretoto any Account. Unless otherwise indicated in writing to Agent or specifically excluded by Borrowers warrantin their calculation of a Borrowing Base in any Borrowing Base Certificate, Borrowers make each of the following warranties to the knowledge of the Senior Financial Officers (subject to the limitation in the last paragraph of this Section 9.1.8) with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower in the Ordinary Course of Business, Business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between a Borrower and the Account Debtor; (ciii) it It is for a sum certain, 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; (div) it Such Account, and Agent’s security interest therein, is not subject to any offsetoffset (except claims for offsets netted out in the computation of Eligible Accounts included in any Borrowing Base Certificate), Lien (other than Agent’s LienPermitted Liens), deduction, defense, dispute, dispute or counterclaim or other adverse condition except as arising for conditions in the Ordinary Course of Business or claims where the amount in controversy is immaterial, and disclosed to Agent; and it each such Account is absolutely owing by to a Borrower and is not contingent in any respect or for any reason; (v) The contract under which such Account arose does not condition or restrict a Borrower’s right to assign to Agent the right to payment thereunder unless such Borrower has obtained the Account Debtor, without contingency ’s consent to such collateral assignment or complied with any conditions to such assignment (regardless of whether under the UCC or other Applicable Law any such restrictions are ineffective to prevent the grant of a Lien upon such Account in any respectfavor of Agent); (evi) no purchase order, agreement, document or Applicable Law restricts assignment of the Such Borrower has not made any agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except discounts discounts, allowances, credits or allowances rebates which are granted by a Borrower for prompt payment or otherwise in the Ordinary Course of Business and, except with respect to discounts for prompt payment that payment, which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunderpursuant to Section 8.2.1 (or accounted for in the computation of Eligible Accounts included in the Borrowing Base); and (gvii) to the best of Borrowers’ knowledge, (i) there There are no facts facts, events or circumstances that occurrences which are reasonably likely to (A) impair the validity or enforceability or collectibility of such Account or to (B) reduce the amount payable thereunder (other than discounts for prompt payment in the Ordinary Course of Business) from the face amount of the invoice and statements delivered to Agent with respect thereto. For purposes of determining whether an Account is an Eligible Account; (ii) , the Account Debtor had foregoing warranties are made regardless of 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 knowledge of any Senior Financial Officer with respect to an Insolvency Proceedingevent or condition that would constitute a breach of any of the foregoing warranties. For all other purposes of this Agreement (including the purpose of determining whether an Event of Default exists hereunder), and has not failed, or suspended or ceased doing business; the foregoing warranties (a) are only made to the extent of the knowledge of the Senior Financial Officers and (iiib) are not made to the extent there are no proceedings Aggregate Revolver Outstandings at any time any such Account is included in the Borrowing Base 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 conditionaggregate face amount of the applicable Accounts in breach of this representation does not exceed $1,000,000.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with With respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) it arises out of a completed, bona fide sale and delivery of goods or Environmental Credits or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s 's Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and other than Accounts owing by a Government Authority which have been assigned in accordance the applicable Borrower is Assignment of Claims Act or which otherwise satisfy the sole payee or remittance party shown on criteria in clause (h) of the invoicedefinition of Eligible Account; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 or in the reports submitted to Agent hereunder; and (g) to the best knowledge of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; and (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s '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 (iii) 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.

Accounts. Agent may relyi. Each Account of each Debtor (an "Account") is genuine, valid, subsisting and enforceable in determining which Accounts are Eligible Accountsaccordance with its terms, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) it arises out of a completed, represents an undisputed and 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; (c) it is for a sum certain, maturing as stated in the invoice covering indebtedness owing to such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing Debtor by the Account Debtor, without contingency in any respect;. (e) no purchase order, agreement, document or Applicable Law restricts assignment of ii. Each Account is accepted by the corresponding Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)Debtor, and the applicable Borrower is the sole payee there are no defenses, setoffs, credits, contras, or remittance party shown on the invoice; (f) no extensioncounter-claims against, compromise, settlement, modification, credit, deduction or return has been authorized disputes with respect to the any Account, except discounts nor is the payment of any Account conditioned or allowances granted contingent upon the fulfillment of any contract, condition or warranty, past or future, expressed or implied. iii. All payments received by each Debtor in payment of any Account have been deposited, delivered and used only as permitted in the Ordinary Course Credit Agreement with such Debtor. iv. Each copy of Business for prompt payment that are reflected on an invoice delivered to or shown to you in the face course of providing credit accommodations to each Debtor is and shall be a true and genuine copy of the invoice related thereto and in the reports submitted original sent to Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had named therein and accurately reflects all terms of the capacity to contract when the transaction from which such Account arose, continues including but not limited to meet the applicable Borrower’s customary amount due and the payment due date (whether stated on each such invoice, or computed based on the information set forth on such invoice). v. All Chattel Paper, promissory notes, drafts, trade acceptances, or other instruments for the payment of money, and any endorsements thereon, are true and genuine and in all respects what they purport to be, and represent the valid and binding obligation of all parties thereto, and all amounts and dates stated on all such items are correct. vi. Any promissory notes, letters of credit standards, is Solvent, is not contemplating or subject post-dated checks received by each Debtor in payment of or as credit support for any Accounts will be immediately either delivered or reported to you. vii. All Inventory described in any invoice has been delivered to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably or placed for such delivery in the possession of a carrier not owned or controlled directly or indirectly by each Debtor. viii. All evidence of the delivery or shipment of Inventory is true and genuine. ix. All services to be expected to performed by each Debtor in connection with each Account have a material adverse effect on the Account been performed by such Debtor’s financial condition.

Accounts. The Agent will at all times maintain the Collection Account and the Investment Account in the name of the Agent and the Agent shall have exclusive control of, and a valid, perfected and first priority security interest in, such accounts. The Servicers have given, or will give, written directions to each Included Employer and each Origination Home Closing Agent, no later than February 15, 2005 (or, if later, the date on which such Person becomes an Included Employer or otherwise becomes obligated to remit any amounts in respect of the Receivables), to remit all amounts due in respect of the Receivables to the Collection Account; provided that if the Seller or a Servicer shall receive any Collections, it shall remit such Collections to the Collection Account within three Business Days of such receipt. No withdrawals, payments or transfers of funds from the Collection Account or the Investment Account shall be made except upon the written direction of the Agent in accordance with this Section. The amounts held in the Collection Account may relybe transferred to the Investment Account and invested and reinvested by the Agent solely in Permitted Investments credited to the Investment Account selected by the Seller in a written notice to the Agent (unless a Termination Event exists, in determining which Accounts case such transfer and investment shall be at the discretion of, and in Permitted Investments selected by, the Agent). Yield on such investments shall be deposited in the Investment Account and allocated in accordance with this Section. To the extent that the Collection Account and the Investment Account constitute “Securities Accounts” as defined in Section 8.501(a) of the UCC, LaSalle will act as Securities Intermediary and will treat the Agent, for whom the Securities Intermediary maintains the Collection Account and the Investment Account, as entitled to exercise the rights that comprise the property, including all Security Entitlements, Securities, Financial Assets, Investment Property and Instruments (each as defined in the UCC). In the event that the Collection Account and the Investment Account are Eligible not considered to be “Securities Accounts” under applicable law, the Collection Account and the Investment Account shall be deemed to be “deposit accounts” (as defined in the UCC) to the extent a security interest can be granted and perfected under the UCC in the Collection Account and the Investment Account as deposit accounts, which the Agent shall maintain with LaSalle acting not as a securities intermediary but as a “bank” (as defined in the UCC). The Agent, acting on behalf of the Purchasers, shall be deemed to be the customer of the LaSalle for purposes of the Collection Account and the Investment Account and as such shall be entitled to all statements and representations made by Borrowers with respect thereto. Borrowers warrant, the rights that customers of banks have under applicable law with respect to each deposit accounts, including the right to withdraw funds from, or close, the Collection Account at and the time it is shown as an Eligible Investment Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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 which rights shall be exercised in accordance with any purchase orderthe terms of this Agreement). LaSalle shall credit the Collection Account and the Investment Account with all receipts of interest, contract dividends, and other income received on or other document relating thereto; (c) it is for a sum certain, maturing as stated in respect of the property held in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment each of the Account to Agent (regardless respective accounts. LaSalle agrees that its jurisdiction is the State of whether, under Illinois for all purposes of the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, . LaSalle hereby (i) there are no facts subordinates to the interests of the Agent and the Purchasers any security interest, lien, or circumstances right of recoupment or setoff that are reasonably likely to impair LaSalle may have in its individual capacity, now or in the enforceability or collectibility of such future, against the Collection Account and the Investment Account; , and (ii) agrees that it will not exercise any right in respect of such security interest or lien or any right of recoupment or setoff until the interests of the Agent and the Purchasers in the Collection Account Debtor had and the capacity Investment Account are terminated, except that LaSalle is permitted to contract when charge the Collection Account arose, continues and the Investment Account (i) for its fees and charges relating to meet such accounts and services related to such accounts and the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency ProceedingTransaction Documents, and has not failed(ii) for any check or wire transfer deposited into either such account or other credit to either such account if such check, wire transfer or suspended or ceased doing business; credit is subsequently returned unpaid, and (iii) 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 for the Account Debtor’s financial conditionratable benefit of the Agent and the Purchasers.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts or Eligible Credit Card Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account or Eligible Credit Card Accounts in a Borrowing Base CertificateReport, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any asserted offset, Lien (other than Agent’s Lien), deduction, defense, dispute, dispute or counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respectBusiness; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of whether, under the UCC, UCC or similar provisions of the PPSA and other Applicable Law which render such restriction is ineffective), and the applicable Borrower Obligor is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except returns, 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 hereunderBusiness; and (g) to the best of BorrowersObligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements (a) The Debtor hereby represents and representations made by Borrowers with respect thereto. Borrowers warrantwarrants to the Secured Party, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateDebtor's Accounts, that: : (ai) it is genuine each existing Account is, and in all respects what it purports to each future Account will be, owned by the Debtor free and is not evidenced by clear of all Liens other than Permitted Liens, (ii) each existing Account represents, and each future Account will represent, a judgment; (b) it arises out of a completed, bona fide sale or lease and delivery of goods by the Debtor, or rendition of services by the Debtor, in the Ordinary Course ordinary course of Businessthe Debtor's business; (iii) each existing Account is, and substantially in accordance with any purchase ordereach future Account will be, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice covering such sale therefor or rendition of servicesin the schedule thereof delivered to the Secured Party, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to without any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, or counterclaim or other adverse condition except as arising in those known to the Ordinary Course of Business Debtor and disclosed to Agentthe Secured Party in accordance with this Agreement; (iv) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except in the ordinary course of business or as reported to the Secured Party in accordance with this Agreement; (v) each copy of any invoice relating to an Account and delivered to the Secured Party by the Debtor will be a genuine copy of the original invoice sent to the Account Debtor named therein; and it is absolutely owing by (vi) all goods described in each invoice will have been delivered to the Account Debtor and all services described in each invoice will have been performed. (b) The Debtor shall not re-date any invoice or sale or make sales on extended dating beyond that customary in the Debtor's business or extend or modify any Account except in the ordinary course of business. If the Debtor becomes aware of any matter adversely affecting the collectibility of any Account or Accounts of any Account Debtor involving in the aggregate an amount greater than $50,000, including information regarding the Account Debtor's creditworthiness, the Debtor will promptly so advise the Secured Party. (c) The Debtor shall not accept any promissory note or other instrument in excess of $100,000 in aggregate amount or maturing more than 12 months after the issuance date thereof, except a check or other instrument for the immediate payment of money, with respect to any Account without contingency the Secured Party's written consent, and the Debtor shall notify the Secured Party of any such promissory notes in excess of $100,000 delivered to the Debtor in respect of any respect;Account; provided that if an Event of Default exists, the Debtor shall not accept any such note or instrument (regardless of amount) without the consent of the Secured Party. Any such note or instrument shall be considered as evidence of the Account and not payment thereof and the Debtor will promptly deliver any such instrument in excess of $100,000 (and, if an Event of Default exists, all such notes and instruments) to the Secured Party, endorsed by the Debtor to the Secured Party in a manner satisfactory in form and substance to the Secured Party. Regardless of the form of presentment, demand or notice of protest with respect thereto, the Debtor shall remain liable on any such note or instrument pledged by it to the Secured Party, up to the amount of the outstanding Obligations, until such instrument is paid in full. (d) The Debtor shall notify the Secured Party promptly of all disputes and claims with any Account Debtors in excess of $50,000, individually, or $100,000 in the aggregate for all Account Debtors, and the Debtor agrees to settle, contest, or adjust such dispute or claim at no expense to the Secured Party. No discount, credit or allowance shall be granted to any such Account Debtor without the Secured Party's prior written consent, except for discounts, credits and allowances made or given in the ordinary course of the Debtor's business when no Event of Default exists hereunder. The Secured Party may, at all times when an Event of Default exists, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Secured Party, shall consider advisable and, in all cases, the Secured Party will credit the Obligations with only the net amounts received by the Secured Party in payment of any Accounts of the Debtor. (e) no purchase order, agreement, document or Applicable Law restricts assignment of the If an Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect Debtor returns any Inventory to the AccountDebtor when no Event of Default exists, except discounts or allowances granted in then 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; and (g) Debtor shall, to the best of Borrowers’ knowledgeextent consistent with past practice, (i) there are no facts or circumstances that are reasonably likely promptly determine the reason for such return and shall issue a credit memorandum to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had in the capacity appropriate amount. The Debtor shall immediately report to contract when the Account arose, continues to meet Secured Party any return involving an amount in excess of $100,000. Each such report shall indicate the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or reasons for the returns and the locations and condition of the returned Inventory. All returned Inventory shall be subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) 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 conditionSecured Party's Liens thereon.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers a Borrower with respect theretoto any Account. Borrowers warrantUnless otherwise indicated in writing to Agent, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateAccount, Borrowers warrant that: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower in the Ordinary Course of Business, its Business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between a Borrower and the Account Debtor; (ciii) it It is for a sum certain, certain maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (div) it Such Account, and Agent’s security interest therein, is not, and will not (by voluntary act or omission of a Borrower) be in the future, subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or any other adverse condition except as arising for disputes resulting in returned goods where the Ordinary Course of Business amount in controversy is deemed by Agent to be immaterial, and disclosed to Agent; and it each such Account is absolutely owing by to a Borrower and is not contingent in any respect or for any reason; (v) The contract under which such Account arose does not condition or restrict a Borrower’s right to assign to Agent the right to payment thereunder unless (i) such Borrower has obtained the Account Debtor, without contingency ’s consent to such collateral assignment or complied with any conditions to such assignment or (ii) under the UCC or other Applicable Law any such restrictions are ineffective to prevent the grant of a Lien upon such Account in any respectfavor of Agent; (evi) no purchase order, agreement, document or Applicable Law restricts assignment of the Such Borrower has not made any agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except discounts or allowances which are granted by a Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that and which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andpursuant to Section 7.2.1 hereof; (gvii) to To the best of Borrowers’ such Borrower’s knowledge, (i) there are no facts facts, events or circumstances that occurrences which are reasonably likely to impair in any material respect the validity or enforceability of any of its Accounts or collectibility reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Agent with respect thereto; (viii) To the best of such Account; Borrower’s knowledge, (ii1) the Account Debtor thereunder had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet was executed and (2) such Account Debtor is Solvent; and (ix) To the applicable best of such Borrower’s customary credit standardsknowledge, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or which are pending against any Account Debtor that could thereunder and which are reasonably be expected likely to have a result in any material adverse effect on the change in such Account Debtor’s financial conditioncondition or the collectibility of such Account.

Accounts. Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Lender may rely on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, Borrower with respect to any Account. Unless otherwise indicated in writing to Lender, each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: of Borrower (ai) it is genuine and in all respects what it is purports to be, be and is not evidenced by a judgment; , (bii) it arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services Services by Borrower in the Ordinary Course 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, (ciii) it 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, (div) it 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 Agent’s Lien)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it condition, is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason (eexcept 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 thereof 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 whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized Lender with respect to the Accountthereto, except 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; and (gvi) to the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (iiA) the Account Debtor thereunder had the capacity to contract when at the time any contract or other document giving rise thereto was executed and (B) such Account aroseDebtor is solvent, continues (vii) to meet the applicable best of Borrower’s customary credit standards's knowledge, is Solvent, is not contemplating or subject to an Insolvency Proceedingsubsection (x) below, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on change in such Account Debtor's financial condition or the collectibility thereof, (viii) 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’s financial condition, is properly payable directly to Borrower, (ix) Borrower has obtained and currently has all Permits necessary in the generation thereof, 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, and Borrower is pursuing all available appeals in respect of such Accounts.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers a Borrower with respect theretoto any Account as of the date of the most current Borrowing Base Certificate and Schedule of Accounts submitted pursuant to Section 7.2.1. Unless otherwise specifically stated in the Borrowing Base Certificate or Schedule of Accounts, Borrowers warrant, make each of the following warranties to Borrowers’ Knowledge (subject to the limitation in the last paragraph of this Section 8.1.8) as of the date of each Borrowing Base Certificate and Schedule of Accounts with respect to each Account at included in the time it is shown as an Eligible Account in a computation of the Borrowing Base Certificate, thatBase: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods (or rendition of services appropriate agreement respecting storage entered into in the Ordinary Course of Business, ) or rendition of services by a Borrower in the Ordinary Course of its Business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between a Borrower and the Account Debtor; (ciii) it It is for a sum certain, 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; (div) it Such Account, and Agent’s security interest therein, is not subject to any offsetclaims for offset (except claims for offset netted out in the computation of Eligible Accounts included in the Borrowing Base Certificate), Lien (other than Agent’s LienPermitted Liens), deduction, defense, dispute, counterclaim or any other adverse condition except as arising conditions in the Ordinary Course of Business or claims where the amount in controversy is immaterial, and each such Account is absolutely owing to a Borrower and is not contingent in any respect or for any reason; (v) The contract under which such Account arose does not expressly condition or restrict a Borrower’s right to assign its right to payment thereunder to Agent, unless such Borrower has obtained the Account Debtor’s consent to such collateral assignment of rights to payment or complied with any conditions to such assignment of rights of payment (regardless of whether under the UCC or other Applicable Law any such restrictions are ineffective to prevent the grant of a Lien upon such Account in favor of Agent); (vi) Such Borrower has not made any agreement with any Account Debtor thereunder for any extension, compromise, settlement or modification of any such Account or any deduction therefrom, except discounts or allowances which are granted by a Borrower for prompt payment or otherwise in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by which are reflected in the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment calculation of the Account to Agent (regardless net amount of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andpursuant to (and to the extent required by) Section 7.2.1 hereof (or accounted for in the computation of Eligible Accounts included in the Borrowing Base Certificate); (gvii) to the best of Borrowers’ knowledge, (i) there There are no facts facts, events or circumstances that occurrences which are reasonably likely to impair the validity or enforceability of any such Account or collectibility reduce the amount payable thereunder from the face amount of such Account; the invoice with respect thereto; (iia) the Account Debtor thereunder had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, was executed and (b) such Account Debtor is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and and (iiiix) there There are no proceedings or actions which are threatened or pending against any Account Debtor that could thereunder and which are reasonably be expected likely to have a result in any material adverse effect on change in the collectibility of such Account. For purposes of determining whether an Account Debtor’s financial conditionis an Eligible Account, the foregoing representations are made regardless of whether Borrowers’ Knowledge exists with respect to an event or condition that would constitute a breach of any of such representations. For all other purposes of this Agreement (including the purpose of determining whether an Event of Default has occurred hereunder), the representations are only made to the extent of Borrowers’ Knowledge.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed in the Borrowing Base Certificate and, if requested since the date of the last Borrowing Base Certificate, otherwise disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Administrative Agent may rely, in determining which Accounts are Eligible Accounts or Eligible Unbilled Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, the with respect to any Account or Accounts. With respect to each of the Borrower’s Accounts, whether or not such Account at the time it is shown as an Eligible Account or an Eligible Unbilled Account, unless otherwise disclosed to Administrative Agent in a Borrowing Base Certificate, thatwriting: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower, in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between such Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which (other than in the case of an Eligible Unbilled Account) has been furnished or is available to Agent on requestAdministrative Agent; (div) it is not subject to any offsetThere are no facts, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim events or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency occurrences which in any respectway impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered or made available to Administrative Agent with respect thereto; (ev) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to To the best of Borrowers’ such Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (a) had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet was executed and (b) such Account Debtor is Solvent; and (vi) To the applicable best of such Borrower’s customary credit standardsknowledge, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any the Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s financial conditioncondition or the collectability of such Account.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements (a) Each Loan Party represents and representations made by Borrowers with respect thereto. Borrowers warrantwarrants that, with respect to each Account at the time it is shown as an Eligible Account such Loan Party’s Accounts included in a any Borrowing Base Certificate, that: Certificate as Eligible Accounts: (ai) it is genuine and in all respects what it purports to beeach existing Account represents, and is not evidenced by each future Account will represent, a judgment; (b) it arises out of a completed, bona fide sale or lease and delivery of goods by such Loan Party, or rendition of services by such Loan Party, in the Ordinary Course ordinary course of Businesssuch Loan Party’s business; (ii) each existing Account is, and substantially in accordance with any purchase ordereach future Account will be, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms then in effect or in the invoice covering such sale or rendition of servicesschedule thereof delivered to the Collateral Agent, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to without any offset, Lien (other than Agent’s Lien), deduction, defense, disputeor counterclaim except those known to such Loan Party (unless otherwise reflected in the Borrowing Base Certificate); (iii) no payment will be received with respect to any Account, counterclaim and no credit, discount, or extension, or agreement therefor will be granted on any Account except in the ordinary course of business consistent with past practice; (iv) each copy of any invoice with respect to such Account delivered to the Collateral Agent by such Loan Party will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in any such invoice representing a sale of goods will have been delivered to the Account Debtor and all services of such Loan Party described in each invoice will have been performed. (b) No Loan Party shall re-date any invoice or sale or make sales on extended dating or extend or modify any Account outside the ordinary course of business. If any Loan Party becomes aware of any matter adversely affecting the collectibility of any Account or the Account Debtor therefor involving an amount greater than $2,000,000, including information regarding the Account Debtor’s creditworthiness, such Loan Party will promptly so advise the Collateral Agent. (c) No Loan Party shall, without the Collateral Agent’s prior written consent, accept any note or other adverse condition instrument (except a check or other instrument for the immediate payment of money) with respect to any Account other than Accounts which (i) do not exceed $1,000,000 individually and (ii) at the time of accepting such note or other instrument are not less than ninety (90) days past due from the date of the original invoice therefor or in settlement of a bankrupt or disputed account. If the Collateral Agent consents to the acceptance of any such instrument, it shall be considered as arising evidence of the Account and not payment thereof and such Loan Party will promptly deliver such instrument to the Collateral Agent, endorsed by such Loan Party to the Collateral Agent in a manner satisfactory in form and substance to the Collateral Agent. Regardless of the form of presentment, demand, or notice of protest with respect thereto, such Loan Party shall remain liable thereon until such instrument is paid in full. (d) The applicable Loan Party shall notify the Collateral Agent promptly of all offsets, deductions, defenses, or counterclaims in excess of $1,000,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Secured Parties. No discount, credit, or allowance shall be granted to any such Account Debtor without the Collateral Agent’s prior written consent, except for discounts, credits, and allowances made or given in the Ordinary Course ordinary course of Business such Loan Party’s business (unless an Event of Default has occurred and disclosed is continuing and the Collateral Agent has notified Metals USA that such exception is withdrawn). Such Loan Party shall promptly send the Collateral Agent a copy of each credit memorandum in excess of $1,000,000. The Collateral Agent may at all times when an Event of Default exists, settle or adjust disputes and claims directly with Account Debtors of any Loan Party for amounts and upon terms which the Collateral Agent or the Majority Lenders, as applicable, shall consider advisable and, in all cases, the Collateral Agent will credit the Loan Account with the net amounts received by the Collateral Agent in payment of any Accounts. (e) If an Account Debtor returns any Inventory to a Loan Party then, unless an Event of Default exists and the Collateral Agent has given notice to Metals USA not to do so, such Loan Party shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. The applicable Loan Party shall promptly report to the Collateral Agent any return involving an amount in excess of $1,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to a Loan Party when an Event of Default exists, such Loan Party, upon the request of the Collateral Agent, shall: (i) hold the returned Inventory in trust for the Collateral Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Collateral Agent’s written instructions; and it (iv) not issue any credits or allowances with respect thereto without the Collateral Agent’s prior written consent. All returned Inventory of any Loan Party shall be subject to the Collateral Agent’s Liens thereon. Whenever any Inventory is absolutely returned, the related Account shall be deemed ineligible (without duplication of any other exclusion) to the extent of the amount owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized Debtor with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionreturned Inventory.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice in Borrowers’ records related thereto and in the reports submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. (a) Each Loan Party hereby represents and warrants to the Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrantthe Lenders, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateLoan Parties' Accounts, that: : (ai) it is genuine and in all respects what it purports to beeach existing Account represents, and is not evidenced by each future Account will represent, a judgment; (b) it arises out of a completed, bona fide sale or lease and delivery of goods by such Loan Party, or rendition of services by such Loan Party, in the Ordinary Course ordinary course of Businesssuch Loan Party's business; (ii) each existing Account is, and substantially in accordance with any purchase ordereach future Account will be, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice covering such sale therefor (or, in the case of Eligible Unbilled Account Receivables, will be so invoiced) or rendition of servicesin the schedule thereof delivered to the Agent, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to without any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, or counterclaim or other adverse condition except as arising in the Ordinary Course of Business those known to such Loan Party and disclosed to the Agent and the Lenders pursuant to this Agreement; (iii) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except as reported to the Agent and the Lenders in accordance with this Agreement; (iv) each copy of an invoice delivered to the Agent by such Loan Party will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in any invoice representing a sale of goods will have been delivered to the Account Debtor and all services of such Loan Party described in each invoice will have been performed. (b) No Loan Party shall re-date any invoice or sale or make sales on extended dating beyond that customary in the Borrower's business or, except as and to the extent permitted in clause (d) of the definition of Eligible Accounts, extend or modify any Account. If a Loan Party becomes aware of any matter adversely affecting the collectability of any Account or Account Debtor involving an amount greater than $100,000, including information regarding the Account Debtor's creditworthiness, such Loan Party will promptly so advise the Agent. (c) No Loan Party shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Agent's written consent. If the Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account and not payment thereof and such Loan Party will promptly deliver such instrument to the Agent, endorsed by such Loan Party to the Agent in a manner satisfactory in form and substance to the Agent. Regardless of the form of presentment, demand, notice of protest with respect thereto, the Loan Party shall remain liable thereon until such instrument is paid in full. (d) Each Loan Party shall notify the Agent promptly of all disputes and claims in excess of $25,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Agent or any Lender. No discount, credit or allowance shall be granted to any such Account Debtor without the Agent's prior written consent, except for discounts, credits and allowances made or given in the ordinary course of the Borrower's business when no Event of Default exists hereunder. Each Loan Party shall issue promptly and report to the Agent promptly any credit memorandum and shall send the Agent a copy of each credit memorandum in excess of $100,000 as soon as issued. The Agent may, and at the direction of the Majority Lenders shall, at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Agent or the Majority Lenders, as applicable, shall consider advisable and, in all cases, the Agent will credit the Borrower's Loan Account with only the net amounts received by the Agent in payment of any Accounts. (e) Except for de minimus exchanges of Inventory, if an Account Debtor returns any Inventory to a Loan Party when no Event of Default exists, then such Loan Party shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such Loan Party shall immediately report to the Agent any return involving an amount in excess of $50,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to a Loan Party when an Event of Default exists, such Loan Party upon request of the Agent, shall: (i) hold the returned Inventory in trust for the Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Agent's written instructions; and it (iv) not issue any credits or allowances with respect thereto without the Agent's prior written consent. All returned Inventory shall be subject to the Agent's Liens thereon. Whenever any Inventory is absolutely returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized Debtor with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionreturned Inventory.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and The Debtor shall not re-date any invoice, provided that the Debtor shall have the right, in all respects what it purports the exercise of its reasonable business judgment, to be, and is re-date invoices that in the aggregate do not evidenced by a judgment;exceed at any one time $250,000. The Debtor shall not make sales on extended terms dating beyond that customary in the Debtor’s business (which customary terms include customer incentive terms) or extend or modify any Account except in the ordinary course of business. (b) 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 The Debtor shall not accept any purchase order, contract note or other document relating thereto;instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without providing to the Collateral Agent prompt written notice thereof. Any such instrument shall be considered as evidence of proceeds of the Account and not payment thereof and the Debtor will promptly deliver such instrument to the Collateral Agent, endorsed without recourse by the Debtor to the Collateral Agent in a manner reasonably satisfactory in form and substance to the Collateral Agent. (c) it is The Debtor shall notify the Collateral Agent promptly of all disputes and claims in excess of $500,000 with any account debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Collateral Agent. No discount, credit or allowance shall be granted to any such account debtor without the Collateral Agent’s prior written consent, except for a sum certaindiscounts, maturing as stated credits and allowances made or given in the invoice covering such sale or rendition ordinary course of services, the Debtor’s business when no Event of Default exists hereunder. The Debtor shall send the Collateral Agent a copy of which has been furnished or is available to Agent each credit memorandum in excess of $500,000 as soon as issued, and the Debtor shall promptly report that credit on request;the Borrowing Base Certification Reports submitted by it. (d) it is not subject If an account debtor returns any Inventory to any offsetthe Debtor when no Event of Default exists, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising then the Debtor shall promptly determine the reason for such return and shall issue a credit memorandum to the account debtor in the Ordinary Course appropriate amount. The Debtor shall immediately report to the Collateral Agent any return involving an amount in excess of Business $500,000. Each such report shall indicate the reasons for the return and disclosed the locations and condition of the returned Inventory. In the event any account debtor returns Inventory to Agent; and it is absolutely owing by the Account Debtor when any Event of Default exists, the Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment upon the request of the Account to Agent (regardless of whetherCollateral Agent, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, shall: (i) there are no facts or circumstances that are reasonably likely to impair hold the enforceability or collectibility of such Accountreturned Inventory in trust for the Collateral Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the Account Debtor had returned Inventory solely according to the capacity to contract when the Account arose, continues to meet the applicable BorrowerCollateral Agent’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesswritten instructions; and (iiiiv) there are no proceedings not issue any credits or actions threatened or pending against allowances with respect thereto without the Collateral Agent’s prior written consent. All returned Inventory shall be subject to the Collateral Agent’s Liens thereon. Whenever any Inventory is returned, the related Account Debtor that could reasonably shall be expected deemed ineligible to have a material adverse effect on the Account Debtor’s financial conditionextent of the amount owing by the account debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory.

Accounts. Agent may relyNo Corporate Credit Party has made, nor will any Credit Party make, any agreement with any Account Debtor for any extension of time for the payment of any Account, 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 for prompt or early payment allowed by a Corporate Credit Party and such other compromises or settlements in determining which the ordinary course of its business consistent with historical practice and as previously disclosed to Lender in writing. With respect to the Accounts are Eligible Accounts, pledged as collateral pursuant to any Credit Document (a) the amounts shown on all invoices, statements and representations made by Borrowers reports which may be delivered to the Lender with respect thereto. Borrowers warrant, with respect thereto are actually and absolutely owing to a Credit Party as indicated thereon and are not in any way contingent; (b) no payments have been or shall be made thereon except payments immediately delivered to Lender as required hereunder; and (c) to each Corporate Credit Party’s knowledge all Account at Debtors have the time it is shown capacity to contract. As of the date of each Borrowing Base Certificate delivered to Lender, each Account listed thereon as an Eligible Account shall be an Eligible Account and all Inventory listed thereon as Eligible Inventory shall be Eligible Inventory. Each Borrower shall notify Lender promptly and in a Borrowing Base Certificate, that: any event within the earlier of (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; five (5) Business Days after obtaining knowledge thereof or (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 next submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledgeborrowing base certificate, (i) there are of any event or circumstance that to any Borrower’s knowledge would cause Lender to consider any then existing Account or Inventory as no facts longer constituting an Eligible Account or circumstances that are reasonably likely to impair Eligible Inventory, as the enforceability or collectibility of such Accountcase may be; (ii) the of any material delay in any Borrower’s performance of any of its obligations to any Account Debtor; (iii) of any assertion by an Account Debtor had of any material claims, offsets or counterclaims; (iv) of any allowances, credits and/or monies granted by any Borrower to any Account Debtor; (v) of all material adverse information relating to the capacity to contract when the financial condition of an 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 businessDebtor; (vi) of any material return of goods; and (iiivii) there are no proceedings of any loss, damage or actions threatened or pending against destruction of any Account Debtor that could reasonably be expected to have a material adverse effect on of the Account Debtor’s financial conditionCollateral.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateReport, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available upon request to Agent on requestLender; (d) it is not subject to any offset, Lien (other than AgentLender’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to AgentLender; and it is absolutely owing by the Account Debtor, without contingency in of any respectkind; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent Lender (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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 Lender hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Credit Parties with respect thereto. Borrowers Credit Parties warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s LienLien and Liens permitted by Section 10.2.2(c), (d), (e), (k) and (s), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account DebtorDebtor (or Third Party Payor, as applicable), without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account (or, as to Government Accounts, the granting of security interests in such Accounts) to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower Credit Party is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, credit or deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of BorrowersCredit Parties’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor (other than as to a self-pay Account) had the capacity to contract when the Account arose, continues to meet the applicable BorrowerCredit Party’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 (iii) 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.

Accounts. Administrative Agent may rely, in determining which Accounts are Eligible Accounts or Eligible Unbilled Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, the with respect to any Account or Accounts. With respect to each of the Borrower’s Accounts, whether or not such Account at the time it is shown as an Eligible Account or an Eligible Unbilled Account, unless otherwise disclosed to Administrative Agent in a Borrowing Base Certificate, thatwriting: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower, in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between such Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which (other than in the case of an Eligible Unbilled Account) has been furnished or is available to Agent on requestAdministrative Agent; (div) it is not subject to any offsetThere are no facts, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim events or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency occurrences which in any respectway impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered or made available to Administrative Agent with respect thereto; (ev) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to To the best of Borrowers’ such Bxxxxxxx’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (a) had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, was executed and (b) such Account Debtor is Solvent; and (vi) To the best of such Bxxxxxxx’s knowledge, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any the Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s financial conditioncondition or the collectability of such Account.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Lender, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestLender; (div) it Such Account, and Lender’s security interest therein, is not, and will not (by voluntary act or omission of Borrower) be in the future, subject to any offset, Lien (other than Agent’s Lien), deduction, recoupment, defense, dispute, counterclaim or any other adverse condition except as arising for disputes resulting in returned goods where the Ordinary Course of Business amount in controversy is deemed by Lender to be immaterial, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (ev) Borrower has made no purchase order, agreement, document or Applicable Law restricts assignment of the agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except discounts or allowances which are granted by Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that and which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andLender pursuant to subsection 6.2.1 hereof; (gvi) There are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Lender with respect thereto; (vii) To the best of Borrowers’ Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (1) had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet was executed and (2) such Account Debtor is Solvent; and (viii) To the applicable best of Borrower’s customary credit standardsknowledge, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s financial conditioncondition or the collectibility of such Account.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with With respect to each Account at scheduled, listed or referred to in reports submitted by any Covered Person to Administrative Agent pursuant to the time it is shown Loan Documents, except as an Eligible disclosed therein: (i) the Account in arose from a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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 transaction completed in accordance with the terms of any purchase order, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated in the invoice covering documents pertaining to such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Accounttransaction; (ii) the Account is not evidenced by a judgment and there is no material dispute respecting it; (iii) the amount of the Account as shown on the applicable Covered Person's books and records and all invoices and statements which may be delivered to Administrative Agent with respect thereto are owing to the applicable Covered Person and are not in any way contingent; (iv) there are no known set-offs, counterclaims or disputes existing or asserted with respect to the Account and the applicable Covered Person has not made any agreement with any Account Debtor had for any deduction therefrom except a discount or allowance allowed by the applicable Covered Person in the ordinary course of its business for prompt payment; (v) there are no facts, events or occurrences which in any way impair the validity or enforcement of the Account or tend to reduce the amount payable thereunder as shown on the applicable Covered Person's books and records and all invoices and statements delivered to Administrative Agent with respect thereto; (vi) the Account is assignable; (vii) the Account arose in the ordinary course of the applicable Covered Person's business; (viii) the Account Debtor with respect to the Account has the capacity to contract when contract; (ix) the services furnished, goods sold and/or goods leased giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is are not contemplating or subject to an Insolvency Proceeding, any Security Interest except the perfected Security Interest granted to Administrative Agent for the benefit of Lenders and has not failed, or suspended or ceased doing businessexcept the Permitted Security Interests; and (iiix) there are no proceedings or actions which are threatened or pending against any the Account Debtor that could reasonably with respect to the Account; and (xi) no payments have been or will be expected to have a material adverse effect made on the Account Debtor’s except payments promptly delivered to the Blocked Accounts at the financial conditioninstitutions as provided in this Agreement.

Accounts. Agent may rely, in determining which Accounts are Eligible AccountsEach and every Account assigned to Purchaser shall, on the date the assignment is made and thereafter, comply with all statements of the following representations, warranties and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: covenants: (a) it is genuine and in all respects what it purports to beeach Account represents an undisputed bona fide existing unconditional obligation of the Account Debtor created by the sale, delivery, and is not evidenced by a judgment; (b) it arises out of a completed, bona fide sale and delivery acceptance of goods or the rendition of services in the Ordinary Course ordinary course of BusinessSeller’s business; (b) each Account is owned by Seller free and clear of any and all deductions, Disputes, liens, security interests and substantially in accordance with any purchase order, contract or other document relating thereto; encumbrances; (c) it is for a sum certain, maturing as stated in the Account Debtor has received and accepted the goods sold and services rendered which created the Account and the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; therefore and will pay the same without any Dispute; (d) it no Account Debtor on any Account is not subject to any offseta shareholder, Lien (other than Agent’s Lien)director, deductionpartner or agent of Seller, defenseor is a person or entity controlling, dispute, counterclaim controlled by or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agentunder common control with Seller; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase orderAccount is owed by an Account Debtor to whom Seller is or may become liable in connection with goods sold or services rendered by the Account Debtor to Seller or any other transaction or dealing between the Account Debtor and Seller. Immediately upon discovery by Seller that any of the foregoing representations, agreementwarranties, document or Applicable Law restricts assignment covenants are or have become untrue with respect to any Account, Seller shall immediately give written notice thereof to Purchaser. In the event that Seller breaches the warranty contained in Section 4.6(a), it wil l be impracticable or extremely difficult to determine the resulting damages suffered by Purchaser. It is, therefore, agreed that Seller shall immediately pay to Purchaser as liquidated damages the Invalid Invoice Fee for each Purchased Account which violates the warranty contained in Section 4.6(a). Seller will promptly notify Purchaser of any Dispute and settle all Disputes, at Seller’s own cost and expense (including attorneys’ fees), and Seller will immediately pay Purchaser the amount of all Accounts affected by any Dispute. Any Dispute not settled by Seller within thirty (30) days after the maturity of the invoice affected thereby may, if Purchaser so elects, be settled, compromised, adjusted o r litigated by Purchaser directly with the Account Debtor or other complainant for Seller’s account and risk and upon such terms and conditions as Purchaser, in Purchaser’s sole discretion, deems advisable. Purchaser is under no duty to investigate the validity or merits of any Dispute. Purchaser may also, in Purchaser’s discretion, take possession of and sell or cause the sale of any returned or recovered merchandise, at such prices, upon such terms and to such purchasers as Purchaser deems proper, and, in any event, to charge the deficiency, costs and expenses thereof, including attorneys’ fees, to Seller. In addition to all other rights Purchaser has hereunder, whenever there is any Dispute, or if any Account as to which Purchaser has not assumed the risk of nonpayment is unpaid at its maturity, Purchaser may charge th e amount of the Account so affected or unpaid (as well as all other Accounts due and owing from that Account Debtor) to Agent (Seller; but such chargeback shall not be deemed nor shall it constitute a reassignment to Seller of the Account affected thereby, and title thereto and to the Goods giving rise thereto shall remain with Purchaser until Purchaser is fully reimbursed, regardless of whether, under the UCC, date or dates on which Purchaser charges back the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized amount of any Account with respect to which there is any Dispute, or the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the amount owing from an 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 which has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against raised any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial conditionDispute.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) it arises out of a completed, bona fide tide 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s LienLien and Liens set forth in Sections 10.2.2(c), (d), (f) and (l)), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; (g) it is not excluded as ineligible by virtue of one or more of the eligibility criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Accounts; and (gh) to the best of Borrowers’ Obligor’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’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 (iii) 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 conditionability to pay the applicable Accounts.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, Eligible Credit Insured Accounts or Eligible Non-Credit Insured Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account Credit Insured Accounts or Eligible Non-Credit Insured Accounts in a any Borrowing Base CertificateReport, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in of any respectkind; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with With respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:Account, (ai) it such Account represents valid, binding and enforceable obligations of the Account Debtor or other Persons obligated thereon; (ii) such Account is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (biii) it such Account arises out of a completedan undisputed, completed and bona fide sale and delivery of goods or rendition of services in the Ordinary Course ordinary course of Businessbusiness consistent with past practices, and substantially in accordance with any purchase order, contract or other document relating thereto; (civ) it such Account is for a sum certain, maturing as stated in the invoice or purchase order covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on requestSecured Party; (dv) it such Account is not subject to any offset, Lien (other than AgentSecured Party’s Lien), ) deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course ordinary course of Business business and disclosed to Agent; Secured Party or as contemplated by clause (vii) below, and it is absolutely owing by the Account Debtor, without contingency in any respect; (evi) no purchase order, agreement, document or Applicable Law restricts assignment grants of the security interests in such Account to Agent Secured Party (regardless of whether, unless under the UCC, Applicable Law the restriction is ineffective), and the applicable Borrower Debtor is the sole payee or remittance party shown on the invoice; (fvii) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course ordinary course of Business business consistent with past practices for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent Secured Party hereunder; and; (gviii) to the best of Borrowers’ Debtor’s knowledge, (ix) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (iiy) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerDebtor’s customary credit standards, is Solventsolvent, is generally paying its debts as they become due (except to the extent that such Account Debtor has established adequate reserves therefor in accordance with GAAP), is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iiiz) there are no proceedings or actions threatened in writing or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition; (ix) to the best of Debtor’s knowledge, all Accounts comply in all material respects with all Applicable Laws concerning form, content and manner of preparation and execution, including, where applicable, any federal or state consumer credit laws; (x) Debtor has not assigned any of its rights under the Account except as provided in this Security Agreement or as set forth in or permitted by the other Transaction Documents; (xi) all statements made, all unpaid balances and all other information in the books and records and other documentation pertaining to the Account are in all material respects true and correct and what they purport to be; and (xii) the originals of all documents evidencing all accounts receivable and payment intangibles of Debtor and the only original books of account and records of Debtor relating thereto are, and will continue to be, kept at the chief executive office of Debtor set forth on Schedule B or at such other locations as Debtor may establish in accordance with Section 4(d), and all information set forth in Schedule B hereto is true and correct.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 or in the reports submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Lender, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestLender; (div) it Such Account, and Lender's security interest therein, is not, and will not (by voluntary act or omission of the Borrower) be in the future, subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or any other adverse condition known to Borrower (or with respect to which Borrower should reasonably have had such knowledge), except as arising for a dispute resulting in the Ordinary Course of Business returned goods where such dispute is deemed by Lender to be immaterial, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (ev) Borrower has made no purchase order, agreement, document or Applicable Law restricts assignment of the agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except discounts or allowances which are granted by Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that and which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andLender pursuant to Section 6.4 hereof; (gvi) There are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Lender with respect thereto; (vii) To the best of Borrowers’ Borrower's knowledge, the Account Debtor thereunder (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, was executed and (ii) such Account Debtor is Solvent; and (viii) To the best of Borrower's knowledge, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s 's financial conditioncondition or the collectibility of such Account.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with With respect to the Accounts of the Obligors: (i) each Account at and the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what it purports they purport to be; (ii) each Account arises out of a bona fide transaction for goods sold and delivered (or in the process of being delivered) by an Obligor or for services actually rendered by an Obligor, which transaction was conducted in the ordinary course of the Obligor’s business and was or will be performed substantially in accordance with the terms of any documents pertaining thereto; (iii) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore delivered to, or submitted to the Control of, the Administrative Agent; provided that this subsection (iii) is not intended to (A) require the endorsement or delivery of ordinary course records and payment instructions or (B) require the endorsement or delivery of any individual Instrument or Chattel Paper in an amount of less than $500,000; (iv) the amount of each Account as shown on the applicable Obligor’s books and records, and on all invoices and statements which may be delivered to the Administrative Agent with respect thereto, is not payable to the applicable Obligor and no material portion of the Accounts are contingent; (v) no Account is evidenced by a judgment; (b) it arises out of a completed, bona fide sale and delivery of goods there are no set-offs, counterclaims or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract disputes existing or other document relating thereto; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized asserted with respect to the Account, except discounts or allowances granted any Account that 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions threatened or pending against any Account Debtor that aggregate could reasonably be expected to have a Material Adverse Effect, and no Obligor has made any agreement with any account debtor for any deduction from any Account except a discount or allowance for prompt payment allowed by the applicable Obligor and other discounts or allowances made in the ordinary course of its business; (vi) there are no facts, events or occurrences which in any material adverse effect respect impair the validity or enforcement of any Material Account or could reasonably be expected to materially reduce the amount payable thereunder as shown on the applicable Obligor’s books and records and all invoices and statements delivered to the Administrative Agent with respect thereto; (vii) the right to receive payment under each Account Debtor’s financial conditionis assignable except where the account debtor with respect to such Account is the United States government or any State government or any agency, department or instrumentality thereof, to the extent the assignment of any such right to payment is prohibited or limited by applicable law, regulations, administrative guidelines or contract; and (viii) the goods sold and/or services furnished giving rise to each Account are not subject to any security interest or Lien except the security interest granted the Administrative Agent herein and except for Permitted Liens.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) is not an Ineligible Account; (b) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (bc) 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; (cd) 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; (de) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (ef) no purchase order, agreement, document or Applicable Law validly restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (fg) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (gh) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely(a) The Audited Accounts have been prepared in accordance with the law and on a consistent basis in accordance with accounting principles, in determining which Accounts are Eligible Accounts, on all statements standards and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account practices generally accepted at the time date thereof in Malaysia so as to give a true and fair view of the financial position and state of affairs of the Company at the Balance Sheet Date and of the profits or losses for the period concerned and as at that date:- (i) full provision for all actual liabilities; (ii) proper provision (or notes in accordance with good accountancy practice) for all contingent liabilities; and (iii) provision reasonably regarded as adequate for all bad and doubtful debts; have been made in the Audited Accounts; (b) full provision or reserve has been made in the Audited Accounts for all taxation liable to be assessed on the Company or for which it is shown or may become accountable in respect of:- (i) profits, gains or income (as an Eligible Account computed for taxation purposes) arising or accruing or deemed to arise or deemed to arise or accrue on or before the Balance Sheet Date; (ii) any transactions effected or deemed to be effected on or before the Balance Sheet Date or provided for in a Borrowing Base Certificate, that:the Audited Accounts; and (iii) distributions or payments made or deemed to be made on or before the Balance Sheet Date or provided for in the Audited Accounts; and (c) proper provision or reserve for deferred taxation in accordance with accounting principles and standards generally accepted at the date thereof has been made in the Audited Accounts; Since the Balance Sheet Date as regards the Company:- (a) it is genuine its business has been carried on in the ordinary course and in all respects what it purports so as to be, and is not evidenced by maintain the same as a judgmentgoing concern; (b) it arises out has not disposed of a completed, bona fide sale and delivery of goods any assets or rendition of services assumed or incurred any material liabilities (including contingent liabilities) otherwise than in the Ordinary Course ordinary course of Business, and substantially in accordance with any purchase order, contract or other document relating theretocarrying on its business; (c) it is for its business has not been materially and adversely affected by the loss of any important asset or customer or by any abnormal factor not affecting similar businesses to a sum certain, maturing as stated in like extent and after making due and careful enquiries the invoice covering Vendors are not aware of any facts which are likely to give rise to any such sale or rendition of services, a copy of which has been furnished or is available to Agent on requesteffects; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim no dividend or other adverse condition except as arising distribution has been declared made or paid to its members and all profits accrued and accruing after the Balance Sheet Date will remain in the Ordinary Course Company for the benefit of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respectPurchaser as the new shareholder thereof; (e) no purchase order, agreement, document or Applicable Law restricts assignment exceptional change has been made in the basis of the Account to Agent (regardless emoluments or other terms of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee employment of its directors or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course any of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionits employees.

Accounts. The Administrative Agent may rely, in determining which Accounts are Eligible Accounts and Eligible Time and Material Accounts, on all statements and representations made by Borrowers the Loan Parties with respect thereto. Borrowers warrantEach Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account or a Eligible Time and Material Accounts, as applicable, in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to the Administrative Agent on request; (d) it is not subject to any offset, Lien (other than the Administrative Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to the Administrative Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law applicable Laws restricts assignment of the Account to the Administrative Agent (regardless of whether, under the UCCUCC or the PPSA, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 Administrative Agent hereunder; and (g) to the best of Borrowers’ each Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 Proceedingany proceeding under any Debtor Relief Laws, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Lender, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestLender; (div) it Such Account, and Lender's security interest therein, is not, and will not (by voluntary act or omission of Borrower) be in the future, subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or any other adverse condition except as arising for disputes resulting in returned goods where the Ordinary Course of Business amount in controversy is deemed by Lender to be immaterial, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (ev) Borrower has made no purchase order, agreement, document or Applicable Law restricts assignment of the agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except discounts or allowances which are granted by Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that and which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andLender pursuant to subsection 6.2.1 hereof; (gvi) There are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Lender with respect thereto; (vii) To the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (1) had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, was executed and (2) such Account Debtor is Solvent; and (viii) To the best of Borrower's knowledge, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s 's financial conditioncondition or the collectibility of such Account.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s or Security Trustee’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCCUCC or other Applicable Law, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standardsCredit and Collection Policies, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateReport, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in of any respectkind; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCCUCC or other applicable law, the restriction is ineffective), and the applicable Borrower Obligor is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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; and (g) to the best of BorrowersObligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’s customary credit standards, is SolventSolvent (or in the case of a jurisdiction other than the US, the equivalent solvency or insolvency standard), is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower Obligor is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of BorrowersObligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien or Permitted Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, unless such restriction is ineffective under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ the Senior Officer’s of each Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such AccountAccount (other than rebates granted in the Ordinary Course of Business); (ii) 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 (iii) there are no proceedings or actions threatened in writing or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and The Debtor shall not re-date any invoice, provided that the Debtor shall have the right, in all respects what it purports the exercise of its reasonable business judgment, to be, and is re-date invoices that in the aggregate do not evidenced by a judgment;exceed at any one time $100,000. The Debtor shall not make sales on extended terms dating beyond that customary in the Debtor’s business (which customary terms include customer incentive terms) or extend or modify any Account except in the ordinary course of business. (b) 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 The Debtor shall not accept any purchase order, contract note or other document relating thereto;instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without providing to the Collateral Agent prompt written notice thereof. Any such instrument shall be considered as evidence of proceeds of the Account and not payment thereof and the Debtor will promptly deliver such instrument to the Collateral Agent, endorsed without recourse by the Debtor to the Collateral Agent in a manner reasonably satisfactory in form and substance to the Collateral Agent. (c) it is The Debtor shall notify the Collateral Agent promptly of all disputes and claims in excess of $250,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Collateral Agent. No discount, credit or allowance shall be granted to any such Account Debtor without the Collateral Agent’s prior written consent, except for a sum certaindiscounts, maturing as stated credits and allowances made or given in the invoice covering such sale or rendition ordinary course of services, the Debtor’s business when no Event of Default exists hereunder. The Debtor shall send the Collateral Agent a copy of which has been furnished or is available to Agent each credit memorandum in excess of $250,000 as soon as issued, and the Debtor shall promptly report that credit on request;Borrowing Base Certificates submitted by it. (d) it is If an Account Debtor returns any Inventory to the Debtor when no Event of Default exists, then the Debtor shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. The Debtor shall immediately report to the Collateral Agent any return involving an amount in excess of $250,000. Each such report shall indicate the reasons for the return and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to the Debtor when any Event of Default exists, the Debtor, upon the request of the Collateral Agent, shall: (i) hold the returned Inventory in trust for the Collateral Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Collateral Agent’s written instructions; and (iv) not issue any credits or allowances with respect thereto without the Collateral Agent’s prior written consent. All returned Inventory shall be subject to any offset, Lien (other than the Collateral Agent’s Lien)Liens thereon. Whenever any Inventory is returned, deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course related Account shall be deemed ineligible to the extent of Business and disclosed to Agent; and it is absolutely the amount owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized Debtor with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto such returned Inventory and in the reports submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 returned Inventory shall not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) 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 conditionEligible Inventory.

Accounts. Agent may rely, in determining which Accounts are Eligible The Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine were prepared in accordance with the historical cost convention and on a proper and consistent basis; the bases and policies of accounting adopted for the purpose of preparing the Accounts are the same as those adopted in all respects what it purports to be, and is not evidenced by a judgmentpreparing the audited consolidation accounts of the Windrace Group in respect of the three last preceding accounting periods; (b) it arises out are complete and accurate in all material respects and give a true and fair view of a completedthe assets, bona fide sale liabilities, state of affairs and delivery financial position of goods or rendition of services in the Ordinary Course of Business, Windrace Group at the Last Accounts Date and substantially in accordance with any purchase order, contract or other document relating theretotheir profits for the financial period ended on that date; (c) it is for a sum certain, maturing as stated in comply with the invoice covering such sale or rendition requirements of services, a copy of which has been furnished or is available to Agent on requestthe relevant Regulations; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising have been prepared in accordance with generally accepted accounting principles and practices in the Ordinary Course applicable jurisdiction (and in particular, in the case of Business and disclosed to Agent; and it is absolutely owing by any Windrace Group Company established in the Account DebtorPRC, without contingency in any respectaccordance with generally accepted accounting practice in the PRC); (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is Windrace Group’s business for the sole payee periods covered by them, were not affected by any extraordinary, exceptional or remittance party shown on non-recurring item or by any other circumstance rendering the invoiceprofits or losses for all or any of such periods unusually high or low, in each case which were not clearly Disclosed; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to fully disclose all the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face material assets of the invoice related thereto Windrace Group as at the Last Accounts Date; (g) fully disclose and make full provision in accordance with the reports submitted to Agent hereunderrelevant good accounting practice for all bad and doubtful debts and all liabilities and financial commitments of the Windrace Group outstanding at the Last Accounts Date, including contingent, unquantified or disputed liabilities; and (gh) make full provision or reserve, in accordance with the principles set out in the notes included in the Accounts, for all Taxation (including any contingent or deferred liability) liable to be assessed on the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 failedWindrace Group, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably for which it may be expected to have a material adverse effect accountable, in respect of the period ended on the Account Debtor’s financial condition.Last Accounts Date and such provision will be sufficient to cover all Taxation assessed or liable to be assessed on the Windrace Group or for which the Windrace Group is, may be or may become accountable in respect of profits, income-earnings, receipts, transfers, events and transactions up to and including the Last Accounts Date,

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements (a) The Debtor hereby represents and representations made by Borrowers with respect thereto. Borrowers warrantwarrants to the Secured Party, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateDebtor's Accounts, that: , except as may be disclosed in the reports, including the financial statements, filed by Interiors, Inc., a Delaware corporation and holder of 100% of the capital stock of the Debtor (a"Interiors"), and its subsidiaries with the Securities and Exchange Commission from time to time pursuant to Interiors' obligations under the Securities Exchange Act of 1934, as amended (the "SEC Reports"): (i) it is genuine each existing Account is, and in all respects what it purports to each future Account will be, owned by the Debtor free and is not evidenced by clear of all Liens other than Permitted Liens, (ii) each existing Account represents, and each future Account will represent, a judgment; (b) it arises out of a completed, bona fide sale or lease and delivery of goods by the Debtor, or rendition rendering of services by the Debtor, in the Ordinary Course ordinary course of Businessthe Debtor's business; (iii) each existing Account is, and substantially in accordance with any purchase ordereach future Account will be, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice covering such sale therefor or rendition of servicesin the schedule thereof delivered to the Secured Party, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to without any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, or counterclaim or other adverse condition except as arising in those known to the Ordinary Course of Business Debtor and disclosed to Agentthe Secured Party in accordance with this Agreement; (iv) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except in the ordinary course of business or as reported to the Secured Party in accordance with this Agreement; (v) each copy of any invoice relating to an Account and delivered to the Secured Party by the Debtor will be a genuine copy of the original invoice sent to the Account Debtor named therein; and it is absolutely owing by (vi) all goods described in each invoice will have been delivered to the Account Debtor and all services described in each invoice will have been performed. (b) The Debtor shall not re-date any invoice or sale or make sales on extended dating beyond that customary in the Debtor's business or extend or modify any Account except in the ordinary course of business. If the Debtor becomes aware of any matter adversely affecting the collectibility of any Account or Accounts of any Account Debtor involving in the aggregate an amount greater than $100,000, including information regarding the Account Debtor's creditworthiness, the Debtor will promptly so advise the Secured Party. (c) The Debtor shall not accept any promissory note or other instrument in excess of $100,000 in aggregate amount or maturing more than 4 months after the issuance date thereof, except a check or other instrument for the immediate payment of money, with respect to any Account without contingency the Secured Party's written consent, and the Debtor shall notify the Secured Party of any such promissory notes in excess of $100,000 delivered to the Debtor in respect of any respect;Account; provided that if an Event of Default exists, the Debtor shall not accept any such note or instrument (regardless of amount) without the consent of the Secured Party. Any such note or instrument shall be considered as evidence of the Account and not payment thereof and the Debtor will promptly deliver any such instrument in excess of $100,000 (and, if an Event of Default exists, all such notes and instruments) to the Secured Party, endorsed by the Debtor to the Secured Party in a manner satisfactory in form and substance to the Secured Party. Regardless of the form of presentment, demand or notice of protest with respect thereto, the Debtor shall remain liable on any such note or instrument pledged by it to the Secured Party, up to the amount of the outstanding Obligations, until such instrument is paid in full. (d) The Debtor shall notify the Secured Party promptly of all disputes and claims with any Account Debtors in excess of $100,000 in the aggregate for all Account Debtors, and the Debtor agrees to settle, contest, or adjust such dispute or claim at no expense to the Secured Party. No discount, credit or allowance shall be granted to any such Account Debtor without the Secured Party's prior written consent, except for discounts, credits and allowances made or given in the ordinary course of the Debtor's business. The Secured Party may, at all times when an Event of Default exists, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Secured Party shall consider advisable and, in all cases, the Secured Party will credit the Obligations with only the amounts actually received by the Secured Party in payment of any Accounts of the Debtor. (e) no purchase order, agreement, document or Applicable Law restricts assignment of the If an Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect Debtor returns any Inventory to the AccountDebtor when no Event of Default exists, except discounts or allowances granted in then 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; and (g) Debtor shall, to the best of Borrowers’ knowledgeextent consistent with past practice, (i) there are no facts or circumstances that are reasonably likely promptly determine the reason for such return and shall issue a credit memorandum to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had in the capacity appropriate amount. The Debtor shall immediately report to contract when the Account arose, continues to meet Secured Party any return involving an amount in excess of $100,000. Each such report shall indicate the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or reasons for the returns and the locations and condition of the returned Inventory. All returned Inventory shall be subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) 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 conditionSecured Party's Liens thereon.

Accounts. Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect theretoto any Account. Borrowers warrantUnless otherwise indicated in the most recent Borrowing Base Certificate or otherwise in writing to Administrative Agent, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateAccount, each Borrower warrants that: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower in the Ordinary Course of Business, Business and substantially in accordance with any the terms and conditions, of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between a Borrower and the Account Debtor; (ciii) it It is for a sum certain, certain maturing as stated in the invoice covering such sale or rendition of servicesservices (subject to adjustment in the Ordinary Course of Business), a copy of which has been furnished or is available to Administrative Agent on request; (div) it To the best of Borrowers’ knowledge, such Account, and the applicable Agent’s security interest therein, is not, and will not (by voluntary act or omission of a Borrower) be in the future, subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or any other adverse condition except as arising for disputes resulting in returned goods where the amount in controversy is immaterial, and each such Account is absolutely owing to a Borrower and is not contingent in any respect or for any reason; (v) Such Borrower has not made any agreement with any Account Debtor thereunder for any extension, compromise, settlement or modification of any such Account or any deduction therefrom, except discounts or allowances which are granted by a Borrower in the Ordinary Course of Business and disclosed which are promptly thereafter reflected in the calculation of the net amount of each respective invoice related thereto, and are reflected in the Schedules of Accounts next submitted to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respectAdministrative Agent pursuant to Section 8.2.1 hereof; (evi) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to To the best of Borrowers’ such Borrower’s knowledge, (i) there are no facts facts, events or circumstances that occurrences which are reasonably likely to impair the validity or enforceability or collectibility of such Account; Account or reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Administrative Agent with respect thereto; (iivii) To the best of such Borrower’s knowledge, (1) the Account Debtor thereunder had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues was executed and (2) no Account Debtor with more than $5,000,000 of unpaid Accounts is party to meet any Insolvency Proceeding; (viii) To the applicable best of such Borrower’s customary credit standardsknowledge, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could whose Accounts comprise more than 1% of the Value of the Accounts of all Account Debtors thereunder and which are reasonably be expected likely to have a result in any material adverse effect on the change in such Account Debtor’s financial conditioncondition or the collectibility of such Account; and (ix) In the ordinary course of its business, each Borrower processes its accounts receivable in a manner such that each payment received by such Borrower in respect of accounts receivable is allocated to a specifically identified invoice, which invoice corresponds to a particular account receivable owing to such Borrower.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateReport, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s LienPermitted Encumbrances and Liens permitted under Sections 10.2.2(a) and 10.2.2(r) (in each case provided that no such Permitted Encumbrance or Lien permitted under Section 10.2.2(a) or Section 10.2.2(r) is prior to the Lien of Agent or the applicable Security Trustee, unless an Availability Reserve is in effect with respect thereto)), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document agreement or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the PPSA, the Civil Code or other Applicable Law, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, without investigation, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) 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.

Accounts. (a) Each Grantor hereby represents and warrants to the Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrantthe Lenders, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificatesuch Grantor’s Accounts, that: (ai) it is genuine and in all respects what it purports to beeach existing Account represents, and is not evidenced by each future Account will represent, a judgment; (b) it arises out of a completed, bona fide sale and delivery of goods or rendition of services by such Grantor, in the Ordinary Course ordinary course of Business, and substantially in accordance with any purchase order, contract or other document relating theretosuch Grantor’s business; (cii) it is each existing Account is, and each future Account will be, for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice covering such sale therefor or rendition of servicesin the schedule thereof delivered to the Agent, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to without any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, or counterclaim or other adverse condition except as arising in the Ordinary Course of Business those known to such Grantor and disclosed to Agentthe Agent and the Lenders pursuant to this Agreement; (iii) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except as reported to the Agent and the Lenders in Borrowing Base Certificates delivered in accordance with this Agreement; (iv) each copy of an invoice delivered to the Agent by such Grantor will be a genuine copy of the original invoice sent to the Account Debtor named therein; and it is absolutely owing by and (v) all goods described in any invoice representing a sale of goods will have been shipped to the Account Debtor. (b) No Grantor shall re-date any invoice or sale or make sales on extended dating beyond that customary in such Grantor’s business or extend or modify any Account. If any Grantor becomes aware of any matter adversely affecting the collectibility of any Account or the Account Debtor therefor involving an amount greater than $5,000,000, including information regarding the Account Debtor’s creditworthiness, such Grantor will promptly so advise the Agent and exclude such Account from Eligible Accounts. (c) If the Agent consents to the acceptance of any note or other instrument (except a check, letters of credit as customary to such Grantor’s business practices or other instrument for the immediate payment of money) with respect to any Account, it shall be considered as evidence of the Account and not payment thereof and, in respect of any instrument for an amount in excess of $5,000,000, such Grantor will, upon the request of the Agent, promptly deliver such instrument to the Agent, endorsed by such Grantor to the Agent in a manner satisfactory in form and substance to the Agent. Regardless of the form of presentment, demand, notice of protest with respect thereto, such Grantor shall remain liable thereon until such instrument is paid in full. (d) Each Grantor shall notify the Agent promptly of all disputes and claims in excess of $5,000,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Agent or any Lender. Upon the occurrence of and during the continuance of an Event of Default, no discount, credit or allowance shall be granted to any such Account Debtor without contingency the Agent’s prior written consent, except for discounts, credits and allowances made or given in the ordinary course of such Grantor’s business. Upon the request of the Agent, such Grantor shall send the Agent a copy of each credit memorandum in excess of $5,000,000 as soon as issued, and such Grantor shall promptly report that credit on Borrowing Base Certificates submitted by it. Upon the occurrence of and during the continuance of an Event of Default, the Agent may settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Agent or the Majority Lenders, as applicable, shall consider advisable and, in all cases, the Agent will credit such Grantor’s Loan Account with the net amounts received by the Agent in payment of any respect;Accounts. (e) If an Account Debtor returns any Inventory to any Grantor when no purchase orderEvent of Default exists, agreementthen such Grantor shall, document or Applicable Law restricts assignment upon the request of the Agent, determine the reason for such return and issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor shall deliver a monthly report to the Agent (regardless setting forth all returns involving an amount in excess of whether, under $5,000,000. Each such report shall indicate the UCC, reasons for the restriction is ineffective), returns and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face locations and condition of the invoice related thereto returned Inventory. In the event any Account Debtor returns Inventory to any Grantor, upon the occurrence of and in during the reports submitted to Agent hereunder; and (g) to continuance of an Event of Default, such Grantor shall, upon the best request of Borrowers’ knowledge, the Agent: (i) there are no facts or circumstances that are reasonably likely to impair hold the enforceability or collectibility of such Accountreturned Inventory in trust for the Agent; (ii) dispose of the Account Debtor had returned Inventory solely according to the capacity to contract when the Account arose, continues to meet the applicable BorrowerAgent’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesswritten instructions; and (iii) there are no proceedings not issue any credits or actions threatened or pending against allowances with respect thereto without the Agent’s prior written consent. All returned Inventory shall be subject to the Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor that could reasonably with respect to such returned Inventory. Any such returned Inventory shall not be expected to have a material adverse effect on the Account Debtor’s financial conditionEligible Inventory unless such returned Inventory constitutes Genco Goods.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with With respect to the AccountAccounts of the Obligors, except discounts or allowances granted in to the Ordinary Course of Business for prompt payment that are reflected on the face extent any of the invoice related thereto and in the reports submitted to Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 following could not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a Material Adverse Effect: (i) the goods sold and/or services furnished giving rise to each Account are not subject to any security interest or Lien except the first priority, perfected security interest granted to the Administrative Agent herein and except for Permitted Liens; (ii) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material adverse effect respects what they purport to be; (iii) each Account arises out of a bona fide transaction for goods sold and delivered (or in the process of being delivered) by an Obligor or for services actually rendered by an Obligor, which transaction was conducted in the ordinary course of the Obligor’s business and was completed in accordance with the terms of any documents pertaining thereto; (iv) the amount of each Account as shown on the applicable Obligor’s books and records; (v) to each of the Obligor’s knowledge, the account debtor with respect to each Account Debtorhas the capacity to contract; (vi) no surety bond was required or given in connection with any Account of an Obligor or the contracts or purchase orders out of which they arose; (vii) no Account is evidenced by a judgment, there are no set-offs, counterclaims or disputes existing or asserted with respect to any Account, and no Obligor has made any agreement with any account debtor for any deduction from any Account except for deductions made in the ordinary course of its business; (viii) there are no facts, events or occurrences which in any material respect impair the validity or enforcement of any Account or tend to materially reduce the amount payable thereunder as shown on the applicable Obligor’s financial conditionbooks and records; and (ix) the right to receive payment under each Account is assignable except where the account debtor with respect to such Account is a Governmental Authority, to the extent assignment of any such right to payment is prohibited or limited by applicable law, regulations, administrative guidelines or contract.

Accounts. Agent may rely, in In determining which Accounts are Eligible AccountsReceivables, Agent may rely on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, Borrower with respect to any Account. Unless otherwise indicated in writing to Agent, each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: of Borrower (a) it is genuine and in all respects what it purports to be, be and is not evidenced by a judgment; , (b) it arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services by Borrower in the Ordinary Course 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, (c) it 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; Agent, (d) it if included on a Borrowing Base Certificate, is not not, subject to any known offset, Lien (other than Agent’s Lien)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it condition, is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respect; respect or for any reason, (e) there are no purchase orderknown facts, agreementevents or occurrences which in any way impair the validity or enforceability thereof or if included on a Borrowing Base Certificate, document or Applicable Law restricts assignment reduce the amount payable thereunder from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whetherwith respect thereto, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could thereunder which in Borrower's opinion is likely to result in any Material Adverse Change in the collectibility of any such Account, and (g) Borrower has obtained and currently has all Permits necessary in the generation thereof except for any failure to obtain a Permit which would not be reasonably be expected likely to have a material adverse effect on Material Adverse Effect. Unless otherwise indicated in writing to Agent, to the best of Borrower's knowledge, (i) the Account Debtor’s financial conditionDebtor under each Account of Borrower had the capacity to contract at the time any contract or other document giving rise thereto was executed, and (ii) such Account Debtor is solvent.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and other than Accounts owing by a Government Authority which have been assigned in accordance the applicable Borrower is Assignment of Claims Act or which otherwise satisfy the sole payee or remittance party shown on criteria in clause (h) of the invoicedefinition of Eligible Account; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 Proceedingany proceeding under any Debtor Relief Law, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Obligors with respect thereto. Borrowers Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCCUCC or other applicable law, the restriction is ineffective), and the applicable Borrower Obligor is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of BorrowersObligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable BorrowerObligor’s customary credit standards, is SolventSolvent (or in the case of a jurisdiction other than the US, the equivalent solvency or insolvency standard), is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrantEach Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any known offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions threatened threatened, in writing, or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

Accounts. (a) Each Grantor hereby represents and warrants to the Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrantthe Lenders, with respect to each such Grantor’s Accounts that are to be included in the determination of Eligible Credit Card Accounts, that: (i) such Account arises from the sale of goods, is owned by such Grantor and represents a complete bona fide transaction which requires no further act on the part of such Grantor to make such Account payable by the Account Debtor; (ii) such Account and the underlying contract related thereto does not contravene in any material respect any laws, rules or regulations applicable thereto including, without limitation, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy and no Grantor party to the underlying contract related thereto is in violation of any such laws, rules or regulations in any material respect; (iii) the goods, the sale of which gave rise to the Account, were not at the time it of the sale subject to any Lien other than Liens permitted under Section 7.10(b) of the Credit Agreement; and (iv) no Grantor is shown as an Eligible in material breach of any express or implied material representations or warranty with respect to the goods, the sale of which gave rise to such Account nor in a Borrowing Base Certificatematerial breach of any material representation or warranty, that: (a) it is genuine and covenant or other agreement contained in all respects what it purports the Loan Documents with respect to be, and is not evidenced by a judgment;such Account. (b) 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 No Grantor shall accept any purchase order, contract note or other document relating instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Agent’s written consent. If the Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account and not payment thereof and such Grantor will promptly deliver such instrument to the Agent, endorsed by such Grantor to the Agent in a manner satisfactory in form and substance to the Agent. Regardless of the form of presentment, demand, notice of protest with respect thereto;, such Grantor shall remain liable thereon until such instrument is paid in full. (c) it is for a sum certain, maturing as stated Each Grantor shall notify the Agent promptly of all disputes and claims in the invoice covering such sale or rendition excess of services, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to $500,000 with any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Agent or any Lender. No discount, credit or allowance shall be granted to any such Account Debtor without contingency the Agent’s prior written consent, except for discounts, credits and allowances made or given in the ordinary course of such Grantor’s business when no Event of Default exists hereunder. The Agent may at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Agent or the Required Lenders, as applicable, shall consider advisable and, in all cases, the Agent will credit the Borrower’s Loan Account with the net amounts received by the Agent in payment of any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment Accounts in accordance with the provisions of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionCredit Agreement.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that11.1 The Company shall: (a) it is genuine keep and in all respects what it purports to benotwithstanding termination of this Agreement, maintain and shall procure that each of its Sub-Licensees, and is not evidenced by a judgment;each of its Affiliates and their respective Sub-Licensees and subcontractors, as applicable, keep and maintain, for at least [***], complete and accurate accounts and records (including any underlying documents supporting such accounts and records) in sufficient detail to enable the amount of all sums payable under this Agreement to be determined; and (b) it arises out during the Term and thereafter until the said period of [***] relevant to the accounts and records has expired, at the reasonable request of CRT (subject to Clause 11.2) at the expense of CRT, permit or procure permission for an independent, chartered accountant nominated by CRT, and reasonably acceptable to the Company, to inspect the accounts and records kept pursuant to Clause 11.1(a) to confirm any payments due hereunder for a period covering not more than the preceding [***]. Such audits shall not be performed more frequently than [***], except in the event of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Businessdispute under Clause 11.3 below, and substantially no more frequently than once with respect to records covering any given period. Such audits may be exercised upon reasonable prior written notice to the other Party and shall be conducted during regular business hours. Subject to receiving not less than [***] written notice, the Company shall at the request of CRT assemble in one location all such relevant accounts and records of the Company, Affiliates and Sub-Licensees. All information disclosed in such audit shall be used only for the purpose of verifying payments or compliance with this Agreement and shall be treated as Confidential Information of the Party subject to audit, subject to the obligations of this Agreement. 11.2 CRT shall bear the full cost of such audit; provided that if, following any inspection pursuant to Clause 11.1(b), CRT’s nominated accountant certifies to CRT that the payments in respect of any Quarter or Year fall short of the sums which were properly payable in respect of that Quarter or Year under this Agreement, CRT shall send a copy of the certificate to the Company and the Company shall (subject to Clause 11.3) within [***] of the date of receipt the certificate pay the shortfall to CRT and, if the shortfall exceeds [***] per cent ([***]%) of the sum properly payable, the Company shall also reimburse to CRT the reasonable costs and expenses of CRT in making the inspection. 11.3 If within [***] of the date of receipt by CRT of any certificate produced pursuant to Clause 11.2, Company notifies the other Party in writing that it disputes the certificate, then dispute shall be referred for resolution by Expert in accordance with Clause 32.1. For the duration of the Service Term and [***] thereafter, the ICR shall keep and maintain complete and accurate accounts and records (including any purchase order, contract or other document relating thereto; (cunderlying documents supporting such accounts and records) it is for a sum certain, maturing as stated of any outsourcing costs that ICR has incurred in the invoice covering course of conducting the Programme in sufficient detail to enable the amount of all such sale or rendition of services, a copy of which has been furnished or is available sums reimbursed by Company under this Agreement to Agent on request; be determined. At Company’s request (d) it is not subject to any offset, Lien (other more than Agent’s Lien[***] during the Service Term and for [***] after), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by ICR shall provide the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment Company with proof of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of ICR having incurred any such Account; (ii) 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 (iii) 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 conditionoutsourcing costs.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances for any of the foregoing 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with With respect to each Account at scheduled, listed or referred to in reports submitted by any Covered Person to Administrative Agents pursuant to the time it is shown Loan Documents, except as an Eligible Account in a Borrowing Base Certificate, thatdisclosed therein: (a) it is genuine and the Account arose from a bona fide transaction completed in all respects what it purports accordance with the terms of any documents pertaining to be, and such transaction; (b) the Account is not evidenced by a judgment; (b) it arises out of a completed, bona fide sale judgment 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 theretothere is no material dispute respecting it; (c) it is for a sum certain, maturing the amount of the Account as stated shown on the applicable Covered Person’s books and records and all invoices and statements which may be delivered to Administrative Agent with respect thereto are owing to the applicable Covered Person and are not in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestany way contingent; (d) it is there are to such Covered Person’s knowledge after making due inquiry, no set-offs, counterclaims or disputes existing or asserted with respect to the Account and the applicable Covered Person has not subject to made any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim agreement with any Account Debtor for any deduction therefrom except a discount or other adverse condition except as arising allowance allowed by the applicable Covered Person in the Ordinary Course ordinary course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respectits business for prompt payment; (e) there are to such Covered Person’s knowledge after making due inquiry, no purchase orderfacts, agreement, document events or Applicable Law restricts assignment occurrences which in any way materially impairs the validity or enforcement of the Account to Agent (regardless of whether, under or materially reduces the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party amount payable thereunder as shown on the invoiceapplicable Covered Person’s books and records and all invoices and statements delivered to Administrative Agents with respect thereto; (f) no extensionthe Account is assignable as contemplated hereby; (g) the Account arose in the ordinary course of the applicable Covered Person’s business; (h) to such Covered Person’s knowledge after making due inquiry, compromise, settlement, modification, credit, deduction or return has been authorized the Account Debtor with respect to the Account, except discounts or allowances granted in Account has the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted capacity to Agent hereunder; andcontract; (g) to the best of Borrowers’ knowledge, (i) there are no facts the services furnished, goods sold or circumstances that are reasonably likely goods leased giving rise to impair the enforceability or collectibility of such Account; (ii) 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 are not contemplating or subject to an Insolvency Proceeding, any Security Interest except the perfected Security Interest granted to Collateral Agent for the benefit of Lenders and has not failed, or suspended or ceased doing business; and except the Permitted Security Interests; (iiij) there are no proceedings or actions which are pending or, to such Covered Person’s knowledge after making due inquiry, threatened or pending against any the Account Debtor that could reasonably with respect to the Account; (k) each Account, as applicable, is in compliance with the provisions of XXXXX and the Anti-kickback Statute; and (l) no payments have been or will be expected to have a material adverse effect made on the Account Debtor’s except payments promptly delivered to the Blocked Accounts at the financial conditioninstitutions as provided in this Agreement.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by any Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all material respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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 made available to Agent on its request; (d) it is not subject to any offset, Lien (other than Agent’s LienLien and Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law validly restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 or otherwise described in the reports submitted to Agent hereunderxxxxxxxxx; and (g) to the best of Borrowers’ each Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s '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 (iii) 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 's financial condition.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and other than Accounts owing by a Government Authority which have been assigned in accordance the applicable Borrower is Assignment of Claims Act or which otherwise satisfy the sole payee or remittance party shown on criteria in clause (h) of the invoicedefinition of Eligible Account; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best knowledge of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 Proceedingany proceeding under any Debtor Relief Law, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. Agent Lender may rely, in determining which Accounts of Borrower are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Lender, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestLender; (div) it Such Account, and Lender's security interest therein, is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or any other adverse condition condition, except as arising for disputes resulting in returned goods where the Ordinary Course of Business amount in controversy is deemed by Lender to be immaterial, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (ev) Borrower has made no purchase order, agreement, document or Applicable Law restricts assignment of the agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except discounts or allowances which are granted by Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that and which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andLender pursuant to Section 6.2.1 hereof; (gvi) There are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Lender with respect thereto; (vii) To the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (a) had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, was executed and (b) such Account Debtor is Solvent; and (viii) To the best of Borrower's knowledge, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s 's financial conditioncondition or the collectibility of such Account.

Accounts. Agent may relyThe accounts disclosed in Annexure A (Last Accounts) (i) disclose a true and fair view of the state of the consolidated affairs, in determining which Accounts are Eligible Accounts, on all statements financial position and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account assets and liabilities of Physimax as at the time it is shown balance date disclosed in the Last Accounts (Balance Date); For avoidance of doubt, the 2020FS are internal drafts only, subject to adjustments as an Eligible Account in a Borrowing Base Certificate, that:be directed by Physimax accountants. (aii) it is genuine includes all such reserves and in provisions for tax as are adequate to cover all respects what it purports tax liabilities (whether or not assessed and whether actual, contingent, deferred or otherwise) of Physimax up to be, and is not evidenced by a judgmentthe Balance Date; (biii) it arises out contain adequate provisions in respect of a completedall other liabilities (whether actual, bona fide sale contingent, deferred or otherwise) of Physimax as at the Balance Date and delivery proper disclosure (in note form) of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract contingent or other document relating thereto; (c) it is for a sum certain, maturing as stated in the invoice covering such sale liabilities not included or rendition of services, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 hereunderprovided therein; and (giv) were prepared: (A) in accordance with the relevant accounting standards prescribed by the jurisdiction(s) in which it operates and were applied on a consistent basis and without making any revaluation of assets; and (B) in the manner described in the notes to them. Since the best Balance Date, Physimax’s business has been conducted in all material respects in the ordinary and usual course of Borrowers’ knowledge, business other than for the Acquisition and: (i) there are no facts has not been any material change in the nature, amount, valuation or circumstances that are reasonably likely to impair basis of valuation of the enforceability assets or collectibility in the nature or amount of such Account; any liabilities of any shareholder of Physimax; (ii) 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 there has not failedarisen since the Balance Date any item, transaction or suspended event of a material or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected unusual nature likely to have a material adverse effect on the Account Debtor’s financial conditionoperations or results or state of affairs of any shareholder of Physimax; (iii) no amount has been acquired or disposed of, no liability has been incurred except in the ordinary course of business as disclosed in writing to the Purchaser, and no contingent liability has been incurred by any shareholder of Physimax; (iv) none of the debts shown in the Last Accounts have been released or settled for an amount less than that reflected for such debts in the Last Accounts, and all such debts owing to and accounts receivable of the Purchaser are now and at Completion will be good and collectable in the amount disclosed in the Last Accounts (other than for any allowance in the Last Accounts in respect of doubtful debts). To the knowledge of Physimax, all such accounts receivable and debts are not and will not be subject to any counterclaim or set-off except for moneys payable by persons also shown as creditors of Target in the amounts shown in the Last Accounts (as such amounts may have been affected by transactions in the ordinary course of business since the Balance Date); (v) all dividends declared by all shareholders s of Physimax have been properly and validly declared and no dividends have been declared by any shareholder of Physimax since the Balance Date; (vi) To the knowledge of the Controlling Shareholder, no event of insolvency has occurred in respect of any shareholder of Physimax nor has any act occurred or any omission been made which may result in an event of insolvency occurring in respect of any shareholder of Physimax; (vii) no shareholder of Physimax has bought back any of its securities, has not converted its securities into a smaller or larger number nor entered into or resolved to approve a buy-back agreement; nor has any act occurred or any omission been made which may result in any of those events occurring in respect of any shareholder of Physimax; and (viii) there has not been a change in the remuneration or benefits paid to or given or expected by any directors, managers, officers, consultants, contractors, agents or employees of any shareholder of Physimax except as stated in the DD process.

Accounts. Administrative Agent may rely, in determining which Accounts are Eligible AccountsAccounts Receivable, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account Accounts Receivable in a Borrowing Base CertificateReport, that: (a) it is genuine and in all material respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicesapplicable invoice, a copy of which has been furnished or is available to Administrative Agent on request; (d) it is not subject to any offset, Lien (other than Liens in favor of Administrative Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Administrative Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Administrative Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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 Administrative Agent hereunder; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

Accounts. Agent may rely, in determining which Each and all of the Accounts are Eligible Accounts, on shall at all statements and representations made by Borrowers times comply with respect thereto. Borrowers warrant, with respect to the following provisions: (i) each Account at represents an undisputed bona fide existing unconditional obligation of the time it is shown as an Eligible Account in a Borrowing Base CertificateDebtor created by the sale, that: (a) it is genuine and in all respects what it purports to bedelivery, and is not evidenced by a judgment; (b) it arises out of a completed, bona fide sale and delivery acceptance of goods or the rendition of services in the Ordinary Course ordinary course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such AccountBorrower's business; (ii) the Account Debtor had on each Account has not asserted and to the capacity best of Borrower's knowledge will not assert any defense, offset, counterclaim, right of return or cancellation, or other right or claim relating to contract when such Account; (iii) each Account will be paid in full on the maturity date of the Account; (iv) no petition under the federal bankruptcy laws or any other applicable federal or state bankruptcy, insolvency, or similar law has been or will be filed by or against the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency ProceedingDebtor on any Account, and no Account Debtor has not failedmade or to the best of Borrower's knowledge will make an assignment for the benefit of creditors, become insolvent, fail or go out of business, nor does Borrower have notice that any of the foregoing is threatened or is about to occur with respect to any Account Debtor; (v) no Account is or will be impaired or reduced in value; (vi) no Account Debtor on any Account is a shareholder, director, partner or agent of Borrower, or suspended a person controlling, controlled by, or ceased doing businessunder common control with Borrower; (vii) no Account is owed by an Account Debtor to whom Borrower is or may become liable in connection with goods sold or services rendered by the Account Debtor to Borrower or any other transaction or dealing between the Account Debtor and Borrower; and (iiiviii) there all documents, instruments and agreements relating to all Accounts are no proceedings and shall be legally enforceable in accordance with their respective terms provided, however, that Borrower shall not be in breach of the representation and warranty of this Section 5.1(e) if the aggregate amount of all Accounts outstanding at any time that fail to satisfy any of clauses (i) through (vii) above do not exceed five percent (5%) of the aggregate amount of all outstanding Accounts. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be at all times true and correct. All sales and other transactions underlying or actions threatened or pending against any giving rise to each Account Debtor that could reasonably be expected to have a shall fully comply in all material adverse effect on the Account Debtor’s financial conditionrespects with all applicable laws, ordinances, governmental rules and regulations.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Qualified Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Lender, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (a) it It is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) it It arises out of a completed, bona fide sale and delivery of goods or BONA FIDE rendition of services Medical Services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts, certification, participation, certificate of need, or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (c) it It is for a sum certain, liquidated amount maturing as stated in the a duplicate claim or invoice covering such sale or rendition of servicesMedical Services, a copy of which has been furnished or is available to Agent on requestLender; (d) it Such Account, and Lender's security interest in such Account is not, and will not (by voluntary act or omission by Borrower), be in the future, subject to any offset, Lien (other than Agent’s Lien)lien, deduction, defense, dispute, counterclaim or any other adverse condition except as arising in the Ordinary Course of Business condition, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (e) 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 Accounts or tend to reduce the amount payable under the Accounts from the face amount of the Account claim or invoice and statements delivered to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoiceLender with respect thereto; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to To the Account, except 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; and (g) to the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor under the Account had the capacity to contract when at the time any contract or other document giving rise to 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; was executed and (iiiii) such Account Debtor is solvent; (g) To the Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a under an Account which might result in any material adverse effect on change in such Account Debtor's financial condition or the collectibility of such Account; (h) It has been billed and forwarded to the Account Debtor’s financial conditionDebtor for payment in accordance with applicable laws and compliance and conformance with any and requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and such Account if due from a Medicaid/Medicare Account Debtor is properly payable directly to Borrower; and (i) Borrower has obtained and currently has all certificates of need, Medicaid and Medicare provider numbers, licenses, permits and authorizations that are necessary in the generation of such Accounts.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;Not re-date any invoice or sale or make sales on extended dating or extend or modify any Account outside the ordinary course of business. (b) it arises out Not, without the Collateral Agent’s prior written consent, accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account other than Accounts which (i) do not exceed $1 million individually and (ii) at the time of accepting such note or other instrument are not less than 90 days past due from the date of the original invoice therefor or in settlement of a completedbankrupt or disputed account. If the Collateral Agent consents to the acceptance of any such instrument, bona fide sale such Loan Party will promptly deliver such instrument to the Collateral Agent, endorsed to the Collateral Agent in a manner satisfactory in form and delivery of goods or rendition of services in substance to the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto;Collateral Agent. (c) it is Take commercially reasonable steps to settle, contest, or adjust any dispute or claim in excess of $1 million at no expense to the Secured Parties. No discount, credit, or allowance shall be granted to any Account Debtor without the Collateral Agent’s prior written consent, except for a sum certaindiscounts, maturing as stated credits, and allowances made or given in the invoice covering ordinary course of business of the Borrowers (unless an Event of Default has occurred and is continuing and the Collateral Agent has notified the Borrowers that such sale or rendition of services, a copy of which has been furnished or exception is available to Agent on request;withdrawn). (d) it is If an Account Debtor returns any Inventory to any Loan Party then, unless an Event of Default exists and the Collateral Agent has given notice to the Loan Parties not to do so, such Loan Party shall promptly determine the reason for such return and if such return has a valid reason shall issue a credit memorandum to the Account Debtor in the appropriate amount. All returned Inventory of the Borrowers or its Subsidiaries shall be subject to any offset, Lien (other than the Collateral Agent’s Lien)Liens thereon. Whenever any Inventory is returned, deduction, defense, dispute, counterclaim or the related Account shall be deemed ineligible (without duplication of any other adverse condition except as arising in exclusion) to the Ordinary Course extent of Business and disclosed to Agent; and it is absolutely the amount owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized Debtor with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionreturned Inventory.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect theretoto any Account or Accounts. Borrowers warrantUnless otherwise indicated in writing to Agent, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatAccount: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (ciii) it It is for a sum certain, maturing as liquidated amount payable on the date stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestAgent; (div) it Such Account, and Agent's security interest therein, is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or any other adverse condition except as arising where the amount in the Ordinary Course of Business controversy is deemed by Agent to be immaterial, and disclosed to Agent; and it each such Account is absolutely owing by the Account Debtor, without contingency to Borrower and is not contingent in any respectrespect or for any reason; (ev) no purchase order, agreement, document or Applicable Law restricts assignment of the Borrower has not made any agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no Debtor thereunder for any extension, compromise, settlement, modification, credit, settlement or modification of any such Account or any deduction or return has been authorized with respect to the Accounttherefrom, except for discounts or allowances which are granted by Borrower in the Ordinary Course ordinary course of Business for prompt payment that its business and which are reflected on in the face calculation of the net amount of each respective invoice related thereto and are reflected in the reports Schedules of Accounts submitted to Agent hereunder; andpursuant to subsection 6.2.1 hereof or such other extensions, compromises, settlements or modifications of any Account or any deduction therefrom disclosed in writing by Borrower to Agent and consented thereto in writing by Agent; (gvi) to To the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (1) had the capacity to contract when at the time any contract or other document giving rise to the Account was executed and (2) such Account Debtor was at such time Solvent; and (vii) To the best of Borrower's knowledge at the time such 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 (iii) there are were no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a thereunder which might result in any material adverse effect on the change in such Account Debtor’s 's financial conditioncondition or the collectability of such Account.

Accounts. Agent may rely, in determining which Accounts of Max-Trac are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) 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; (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect Material Adverse Effect on the Account Debtor’s financial condition.

Accounts. Agent Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers Borrower with respect thereto. Borrowers warrantBorrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; (b) 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; (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent Lender on request; (d) it is not subject to any offset, Lien (other than Agent’s Lender's Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to AgentLender; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent Lender (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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 Lender hereunder; and (g) to the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s '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 (iii) 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 's financial condition.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with With respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, thatof Borrower: (a) it is genuine except as specifically disclosed in the most recent Schedule of Accounts dated prior to the date hereof and in all respects what it purports delivered to be, and is not evidenced by a judgment; Lender: (bi) it such Account arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any purchase order, contract or other document relating thereto; (c) 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; (d) it is not subject to any offsetevidenced by a judgment, Lien Instrument or Chattel Paper; (other than Agent’s Lien)ii) are legal, deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business valid and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment binding obligations of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party Persons shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction books of the Borrower or return has been authorized such Subsidiary as the respective Account Debtors with respect to the Account, except 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 hereunderthereto; and (g) to the best of Borrowers’ knowledge, (iii) there are no facts known setoffs, discounts, rebates, offsets, return privileges claims, or circumstances disputes existing or asserted with respect thereto, and Borrower has not agreed and will not agree with the applicable Account Debtor without Lender’s consent to (A) any deduction therefrom, (B) any extension of time for the payment thereof, (C) any compromise or settlement for less than the full amount thereof, or (D) any release, in whole or in part, of any Person liable therefor, except as to all of the foregoing deductions, extensions, compromises, settlements, or releases allowed by Borrower in the ordinary course of its business and disclosed to Lender and duly reflected in the reserves established on the books of the Borrower or such Subsidiary, as the case may be, in accordance with GAAP; provided that are reasonably likely to impair the enforceability or collectibility aggregate amount of such Account; (ii) the Account Debtor had the capacity to contract when the Account arosedeductions, continues to meet the applicable Borrower’s customary credit standardsextensions, is Solventcompromises, is not contemplating or subject to an Insolvency Proceeding, and has not failedsettlements, or suspended or ceased doing businessreleases shall not exceed $50,000 in any Fiscal Month; and (iii) there are no proceedings facts, events, or actions threatened occurrences that Borrower knows or pending against should know that in any way impair the validity, collectibility, or enforceability thereof or tend to reduce the amount payable thereunder as reflected on the invoices, statements, and Schedules of Accounts delivered to Lender with respect thereto, or that might result in any material adverse change in the financial condition of the applicable Account Debtor or the collectibility thereof; (iv) Borrower has no knowledge that could reasonably the applicable Account Debtor is unable generally to pay its debts as they become due or is unwilling or unable to pay such Account; and (v) to the best knowledge of the Borrower Parties, are valid and collectible in the ordinary course of business. (b) the amounts reflected on all records, invoices, statements, and Schedules of Accounts with respect thereto (i) to the knowledge of Borrower, are actually and absolutely owing to Borrower as indicated thereon and (ii) are not in any way contingent; (c) (i) as of the date of such Schedule of Accounts, no payments have been made on such Account; and (ii) no payments will be expected made on such Account except payments in accordance with the provisions of Section 4.2(e); and (d) to have a material adverse effect on the best of Borrower’s knowledge, the applicable Account Debtor’s financial conditionDebtor has the capacity to contract.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, Borrower with respect to any Account or Accounts. With respect to each of Borrower's Accounts, whether or not such Account at the time it is shown as an Eligible Account Account, unless otherwise disclosed to Agent in a Borrowing Base Certificate, thatwriting: (ai) it It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (bii) it It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower, in the Ordinary Course ordinary course of Business, its business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (ciii) it It is for a sum certain, liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestAgent; (div) it is not subject to any offsetTo the best of Borrower's knowledge, Lien (other than Agent’s Lien)there are no facts, deduction, defense, dispute, counterclaim events or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency occurrences which in any respectway impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered or made available to Agent with respect thereto; (ev) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except 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; and (g) to To the best of Borrowers’ Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor thereunder (1) had the capacity to contract when at the time any contract or other document giving rise to the Account arose, continues to meet the applicable Borrower’s customary credit standards, was executed and (2) such Account Debtor is Solvent; and (vi) To the best of Borrower's knowledge, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions which are threatened or pending against any the Account Debtor that thereunder which could reasonably be expected to have a result in any material adverse effect on the change in such Account Debtor’s 's financial conditioncondition or the collectibility of such Account.

Accounts. The Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers the Borrower with respect thereto. Borrowers warrantThe Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Consolidated Borrowing Base CertificateReport, that: : (ai) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment; ; (bii) 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; ; (ciii) it is for a sum certain, maturing as stated in the applicable invoice covering such sale or rendition of services, a copy of which has been furnished or is available to the Administrative Agent on request; ; (div) it is not subject to any offset, Lien (other than the Administrative Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agentthe Administrative Agent or reflected in the amount thereof in the Consolidated Borrowing Base Report; and it is absolutely owing by the Account Debtor, without contingency in of any respect; kind; (ev) no purchase order, agreement, document or Applicable applicable Law restricts assignment of the Account to the Administrative Agent (regardless of whetherexcept to the extent, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; ; (fvi) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except 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 the Administrative Agent hereunder; and and (gvii) to the best of Borrowers’ the Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility collectability of such Account; (ii) 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 Proceedinga proceeding under any Debtor Relief Law, and has not failed, or suspended or ceased doing business; and (iii) 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.

Accounts. (a) The Borrower hereby represents and warrants to the Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrantthe Lenders, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base CertificateBorrower's Accounts, that: : (ai) it is genuine and in all respects what it purports to beeach existing Account represents, and is not evidenced by each future Account will represent, a judgment; (b) it arises out of a completed, bona fide sale or lease and delivery of goods by the Borrower, or rendition of services by the Borrower, in the Ordinary Course ordinary course of Businessthe Borrower's business; (ii) each existing Account is, and substantially in accordance with any purchase ordereach future Account will be, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice covering such sale therefor or rendition of servicesin the schedule thereof delivered to the Agent, a copy of which has been furnished or is available to Agent on request; (d) it is not subject to without any offset, Lien (other than Agent’s Lien), deduction, defense, disputeor counterclaim except those reported to the Agent and the Lenders pursuant to this Agreement; (iii) no payment will be received with respect to any Account, counterclaim and no credit, discount, or extension, or agreement therefor will be granted on any Account, except as reported to the Agent and the Lenders in accordance with this Agreement; (iv) each copy of an invoice delivered to the Agent by the Borrower will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in each invoice will have been delivered to the Account Debtor and all services of the Borrower described in each invoice will have been performed. (b) Borrower shall not re-date any invoice or sale or make sales on extended dating beyond that customary in the Borrower's business or modify any Account or extend any account beyond 90 days from invoice date. If the Borrower becomes aware of any matter adversely affecting the collectability of any Account or Account Debtor involving an amount greater than $250,000, including information regarding the Account Debtor's creditworthiness, the Borrower will promptly so advise the Agent. (c) Borrower shall not accept any note or other adverse condition instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Agent's written consent. If the Agent consents to the acceptance of any such instrument, it shall be considered as arising evidence of the Account and not payment thereof and the Borrower will promptly deliver such instrument to the Agent, endorsed by the Borrower to the Agent in a manner satisfactory in form and substance to the Agent. Regardless of the form of presentment, demand, notice of protest with respect thereto, the Borrower shall remain liable thereon until such instrument is paid in full. (d) The Borrower shall notify the Agent promptly of all disputes and claims in excess of $250,000 individually, or $500,000 in the Ordinary Course aggregate with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Agent or any Lender. No discount, credit or allowance shall be granted to any such Account Debtor without the Agent's prior written consent, except for discounts, credits and allowances made or given in the ordinary course of Business the Borrower's business when no Event of Default exists hereunder. The Borrower shall send the Agent a copy of each credit memorandum in excess of $50,000 as soon as issued. The Agent may, and disclosed at the direction of the Majority Lenders shall, at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Agent or the Majority Lenders, as applicable, shall consider advisable and, in all cases, the Agent will credit the Borrower's Loan Account with only the net amounts received by the Agent in payment of any Accounts. (e) If an Account Debtor returns any Inventory to the Borrower when no Event of Default exists, then the Borrower shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. The Borrower shall immediately report to the Agent any return involving an amount in excess of $50,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to the Borrower when an Event of Default exists, the Borrower, upon request of the Agent, shall: (i) hold the returned Inventory in trust for the Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Agent's written instructions; and it (iv) not issue any credits or allowances with respect thereto without the Agent's prior written consent. All returned Inventory shall be subject to the Agent's Liens thereon. Whenever any Inventory is absolutely returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor, without contingency in any respect; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice; (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized Debtor with respect to the Account, except 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; and (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) 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 (iii) 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 conditionreturned Inventory.