Common use of Accounts Clause in Contracts

Accounts. 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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. Borrowers warrant, with With respect to the Accounts of the Obligors: (i) each Account at and the time it is shown as an Eligible papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be; (ii) each Account arises out of a bona fide transaction for goods sold and delivered (as defined or in the Revolver Loan Agreementprocess of being delivered) by an Obligor or for services actually rendered by an Obligor, which transaction was conducted in a Borrowing Base Certificate, that: (a) it is genuine the ordinary course of the Obligor’s business and enforceable was or will be performed substantially in accordance with its the terms and 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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, as reasonably determined 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 Borrowers in good faith.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. 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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. Borrowers warrant, with With respect to the Accounts of the Obligors: (i) each Account at and the time it is shown as an Eligible papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be; (ii) each Account arises out of a bona fide transaction for goods sold and delivered (as defined or in the Revolver Loan Agreementprocess of being delivered) by an Obligor or for services actually rendered by an Obligor, which transaction was conducted in a Borrowing Base Certificate, that: (a) it is genuine the ordinary course of the Obligor’s business and enforceable was or will be performed substantially in accordance with its the terms and 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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, as reasonably determined 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 Borrowers in good faithgoods 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. Borrowers warrant, with With respect to each Account at all of the time it is shown as an Eligible Account (as defined in Borrower's Accounts and to the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of the Borrower's knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Agent); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrower's books and records, with respect thereto are actually and absolutely owing to the Borrower and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by the Borrower or asserted with respect thereto, and the Borrower has made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by the Borrower in the ordinary course of its business for prompt payment; (f) there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of the Borrower's knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business ; and disclosed to Agent; (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); (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 the Borrower has no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 faithcollectibility thereof.

Accounts. Borrowers warrant, with With respect to each Account at all of the time it is shown as an Eligible Account (as defined in Borrowers' Accounts and to the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of the Borrowers' knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Administrative Agent); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrowers' books and records, with respect thereto are actually and absolutely owing to the Borrowers and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by the Borrowers or asserted with respect thereto, and the Borrowers have made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by the Borrowers in the ordinary course of their business for prompt payment; (f) there are no facts, events or occurrences known to any of the Borrowers which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of the Borrower's knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 the Borrowers have no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscollectibility thereof; and (iiij) there are no proceedings or actions threatened or known to any of the Borrowers which are pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrantThe Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by the Borrower with respect thereto. The Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in a Consolidated Borrowing Base CertificateReport, that: (ai) it is genuine and enforceable in accordance with its terms and is not evidenced by a judgmentall respects what it purports to be; (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 Permitted Liensthe 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 of any 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 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 hereunder; 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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the 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 ’s financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrantWith respect to the Accounts of the Obligors: (i) to the extent an Account arises out of goods sold and/or services furnished, (A) 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 Permitted Liens and (B) such 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 or otherwise permitted by the Credit Agreement; (ii) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless (x) such Instrument or Chattel Paper represents an obligation of less than $50,000, or (y) as to any Instrument or Chattel Paper which represents an obligation of $50,000 or more, notice has been given to the Administrative Agent, and at the request of the Administrative Agent, the same has been endorsed over and delivered to, or submitted to the Control of, the Administrative Agent; (iii) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be; (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 due and payable 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 accordance with its terms applicable Obligor and is not in any way 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 Material Adverse Effect, 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; (vi) there has been no development or event which individually or in the aggregate has had or could be reasonably expected to have an adverse effect on the validity or enforcement of any Account Debtor's financial conditionor tend to 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, as which development or event could reasonably determined be expected to have a Material Adverse Effect; and (vii) the right to receive payment under each Account 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, or any other Governmental Authority, to the extent the assignment of any such right to payment is prohibited or limited by the Borrowers in good faithapplicable law, regulations, administrative guidelines or contract.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason (except as arising Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability 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, is not (vii) to the best of Borrower's knowledge, 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 the change in such Account Debtor's financial conditioncondition or the collectibility thereof, as reasonably determined (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, is properly payable directly to Borrower, (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers 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 good faiththe definition of Eligible Receivables hereof, and Borrower is pursuing all available appeals in respect of such Accounts.

Accounts. 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 Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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, is are not 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 condition, institutions as reasonably determined by the Borrowers provided in good faiththis Agreement.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made by 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 (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: of Borrower (a) it is genuine and enforceable in accordance with its terms 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 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in the Ordinary Course of Business and disclosed to Agent; any 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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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, as reasonably determined by the Borrowers in good faithand (ii) such Account Debtor is solvent.

Accounts. 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is following could not 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 Debtor's financial conditionhas 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 reasonably determined shown on the applicable Obligor’s books 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 the Borrowers in good faithapplicable law, regulations, administrative guidelines or contract.

Accounts. Borrowers warrant, Each and all of the Accounts shall at all times comply with respect to the following provisions: (i) each Account at the time it is shown as represents an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms and is not evidenced by a judgment; (b) it arises out of a completed, undisputed bona fide sale existing unconditional obligation of the Account Debtor created by the sale, delivery, 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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, is not 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, as reasonably determined by the Borrowers in good faithordinances, governmental rules and regulations.

Accounts. Borrowers warrant, with With respect to each Account at of Borrower that is included by Borrower in its calculation of the time Borrowing Base and for so long as it is shown as an Eligible so included, such Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what it purports to be and is not evidenced by a judgment; (b) it arises out of a completed, bona fide completed sale and delivery of goods or rendition of services by Borrower in the Ordinary Course of Business, Business and substantially in accordance with any the terms and conditions of all purchase orderorders, contract contracts or other document documents relating theretothereto and forming a part of the contract between Borrower and the Account Debtor; (c) it is for a sum certaincertain maturing, maturing as stated in the duplicate invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on upon request; (d) it such Account is absolutely owing to such Borrower and is not contingent in any respect or for any reason, and the Account is not subject to any offset, Lien (other than Permitted Liens)Lien, deduction, defense, dispute, counterclaim or any other adverse condition, except for disputes resulting in returned goods where the amount in controversy is deemed by Agent to be immaterial; the contract under which such Account arose does not condition except as arising in the Ordinary Course of Business and disclosed or restrict Borrower's right to Agent; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account assign to Agent (regardless of whether, under the UCC, the restriction is ineffective)right to payment thereunder; (f) no Borrower has not made any agreement with any Account Debtor thereunder for any extension, compromise, settlementsettlement or modification of any such Account or any deduction therefrom, modificationother than deductions, credit, deduction or return has been authorized with respect to the Account, except discounts or and allowances that are granted in the Ordinary Course ordinary course of Business business for prompt payment that and are reflected on in the face calculation of the net amount of each respective invoice related thereto and reflected in the reports Schedule of Accounts submitted to Agent hereunder and (g) pursuant to this Agreement; to the best of Borrowers' Borrower's knowledge, (i) such Account Debtor is Solvent; and there are no facts facts, events or circumstances occurrences that are reasonably likely to impair the validity or enforceability of any such Accounts or collectability reduce the amount payable thereunder from the face amount of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 faithinvoice with respect thereto.

Accounts. Borrowers warrantThe Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by the Borrower with respect thereto. The Borrower warrants, 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 CertificateReport, that: (ai) it is genuine and enforceable in accordance with its terms and is not evidenced by a judgmentall respects what it purports to be; (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 invoice covering such sale or rendition of servicesapplicable invoice, 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 Permitted Liensthe 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 Borrowing Base Report; and it is absolutely owing by the Account Debtor, without contingency of any kind; (ev) no purchase order, agreement, document or 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 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 hereunder; 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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the 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 ’s financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrant, with With respect to each Account at the time it is shown as an Eligible Account (as defined in Accounts of the Revolver Loan Agreement) in a Borrowing Base Certificate, thatObligors: (ai) it is genuine to the extent an Account arises out of goods sold and/or services furnished, (A) 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 enforceable in accordance with its terms Permitted Liens and is not evidenced by a judgment; (bB) it such Account arises out of a completed, bona fide sale transaction for goods sold and delivery of goods delivered (or rendition of services in the Ordinary Course process of Businessbeing delivered) by an Obligor or for services actually rendered by an Obligor, and substantially in accordance with any purchase order, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated which transaction was conducted 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (e) no purchase order, agreement, document or Applicable Law restricts assignment ordinary course of the Account to Agent (regardless of whether, under Obligor’s business or otherwise permitted by the UCC, the restriction is ineffective); (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 collectability of such AccountCredit Agreement; (ii) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless (x) such Instrument or Chattel Paper represents an obligation of less than $50,000, or (y) as to any Instrument or Chattel Paper which represents an obligation of $50,000 or more, notice has been given to the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency ProceedingAdministrative Agent, and at the request of the Administrative Agent, the same has not failedbeen endorsed over and delivered to, or suspended or ceased doing businesssubmitted to the Control of, the Administrative Agent; and (iii) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be; (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 due and payable to the applicable Obligor and is not in any way contingent; (v) no Account is evidenced by judgment, there are no proceedings set-offs, counterclaims or actions threatened disputes existing or pending against asserted with respect to any Account Debtor that in the aggregate could reasonably be expected to have a material Material Adverse Effect, 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; (vi) there has been no development or event which individually or in the aggregate has had or could be reasonably expected to have an adverse effect on the validity or enforcement of any Account Debtor's financial conditionor tend to 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, as which development or event could reasonably determined be expected to have a Material Adverse Effect; and (vii) the right to receive payment under each Account 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, or any other Governmental Authority, to the extent the assignment of any such right to payment is prohibited or limited by the Borrowers in good faithapplicable law, regulations, administrative guidelines or contract.

Accounts. Borrowers warrantLender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with respect thereto. Borrower warrants, 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 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 Lender on request; (d) it is not subject to any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to AgentLender; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 Borrower in good faith.

Accounts. Borrowers warrant, with With respect to each Account at all of the time it is shown as an Eligible Account (as defined in Borrowers' Accounts and to the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of the Borrowers' knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Administrative Agent); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrowers' books and records, with respect thereto are actually and absolutely owing to the Borrowers and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by the Borrowers or asserted with respect thereto, and the Borrowers have made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by the Borrowers in the ordinary course of their business for prompt payment; (f) there are no facts, events or occurrences known to any of the Borrowers which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of the Borrower's knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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. In determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made by Borrowers warrant, with respect to any Account. Unless otherwise indicated in writing to Agent, 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: of each Borrower (a) it is genuine and enforceable in accordance with its terms 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 rendering of services by such 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 such 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 together with Agent's security interest therein, is not and will not be in the future (by voluntary act or omission by such Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as condition, is absolutely owing to such Borrower and is not contingent in any respect or for any reason (other than pursuant to Permitted Liens or offsets, deductions, defenses, disputes or counterclaims arising in the Ordinary Course ordinary course of Business and disclosed to Agent; business), (e) 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 with respect thereto (regardless other than those arising in the ordinary course of whetherbusiness), under the UCC, the restriction is ineffective); (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' such Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiii) such Account Debtor is solvent, (g) to best of such 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 the change in such Account Debtor's financial conditioncondition or the collectability thereof, as reasonably determined (h) 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 (i) such Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration thereof.

Accounts. Borrowers warrant, with With respect to each Account at all Accounts and to the time it is shown as an Eligible Account (as defined in best of the Revolver Loan Agreement) in a Borrowing Base Certificate, that: Borrowers' knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Lender); (b) it arises out of a completedthey represent undis puted, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any the terms and provisions contained in the invoices and purchase order, contract or other document orders relating thereto; (c) it is for a sum certain, maturing as stated the goods sold (or services ren dered) which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrowers' books and records, with respect thereto are actually and absolutely owing to the Borrowers and are not subject to contingent for any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agentreason; (e) no purchase order, agreement, document payments have been or Applicable Law restricts assignment of shall be made thereon except payments turned over to the Account to Agent (regardless of whether, under Lender by the UCC, the restriction is ineffective)Borrower; (f) there are no extensionset-offs, compromisecounterclaims or disputes known by the Borrowers or asserted with respect thereto, settlement, modification, credit, and the Borrowers have made no agreement with any Account Debtor thereof for any deduction or return has been authorized with respect to discount of the Account, sum payable thereunder except regular discounts or allowances granted allowed by the Borrowers in the Ordinary Course ordinary course of Business their business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder and payment; (g) there are no facts, events or occurrences known to the Borrowers which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (h) all Account Debtors thereof, to the best of the Borrowers' knowledge, have the capacity to contract; (i) there the goods sold or transferred or the services furnished giving rise thereto are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, any liens except the security interest granted to the Lender by this Agreement; (j) the Borrowers have no knowledge of any fact or suspended circumstance which would impair the validity or ceased doing businesscollectibility thereof; and (iiik) there are no proceedings or actions known to the Borrowers which are threatened or pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in their financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. In determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made in this Agreement or in the Borrowing Certificate, Interim Borrowing Certificate or any other writing delivered by Borrowers warrant, with respect to Accounts. Unless otherwise indicated in writing to Agent or except as hereafter set forth, each Account at the time it is shown as an Eligible Account of Borrowers (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 rendering of services Services by Borrowers 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 the applicable Borrower and the applicable 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; Agent, (div) it together with Agent's security interest therein, is not and will not be in the future (by voluntary act or omission by Borrowers), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition condition, is absolutely owing to Borrowers and is not contingent in any respect or for any reason (except as arising Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized 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' knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability 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, is not (vii) to the best of Borrowers' knowledge, 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 the change in such Account Debtor's financial conditioncondition or the collectability of such Account, as reasonably determined (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, is properly payable directly to the applicable Borrower, (ix) Borrowers have obtained and currently have all Permits necessary in good faiththe generation thereof, and (x) Borrowers have disclosed to Agent on each Borrowing Certificate the amount of all Accounts of Borrowers for which Medicaid/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 Borrowers are pursuing all available appeals in respect of such Accounts. Notwithstanding anything in this Section 5.20 to the contrary, the failure of any Account other than an Eligible Receivable to satisfy the requirements of this Section 5.20 shall not constitute a Default or Event of Default unless Accounts other than Eligible Accounts having an aggregate face amount of $250,000 or greater fail to comply with the provisions of this Section 5.20.

Accounts. Borrowers warrant, with respect to each Account at the time it is shown as an Each Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: of Borrower (a) it is genuine and enforceable in accordance with its terms and is not evidenced by a judgment; (b) it arises out of a completedevidences an absolute, bona fide sale and delivery of goods or rendition of services in the Ordinary Course applicable Borrower’s ordinary course of Businessbusiness and such goods or services have been accepted by the Account Debtor obligated thereon; (b) is genuine, valid and substantially enforceable against the Account Debtor obligated thereon in accordance with any purchase orderthe full amount set forth on the invoice evidencing such Account, contract without offset, defense, counterclaim, deduction, recoupment or other document relating theretocontra account; (c) it is for a sum certain, maturing as stated in the invoice covering such sale not subject to Commercial Dispute (real or rendition of services, a copy of which has been furnished or is available to Agent on requestalleged); (d) it is owing by an Account Debtor located in the United States and is payable in United States dollars; (e) is owing by an Account Debtor that is not an Affiliate of any Obligor; (f) does not represent goods delivered upon “bxxx and hold”, “consignment”, “guaranteed sale”, “sale or return”, “payment on reorder” or similar terms; (g) is legally saleable and assignable by Borrower to Lender; (h) the invoice evidencing such Account and all other documents delivered to Lender in connection therewith are genuine and valid and are not mistaken, misleading, fraudulent, incorrect, incomplete or erroneous in any respect; (i) if arising from the sale of Inventory, such Inventory was owned by Borrower and was not subject to any offsetconsignment arrangement, encumbrance, security interest or Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course favor of Business and disclosed to AgentLender; (ej) no purchase order, agreement, document shall not be altered or Applicable Law restricts assignment in any way modified without the prior written consent of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businessLender; and (iiik) there are no proceedings has been issued in the name of Borrower 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 trade style of Borrower specifically disclosed by the Borrowers Borrower in good faithwriting and acknowledged by Lender in writing.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms 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 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason, (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability of such Account; (iiA) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) such Account Debtor is solvent, (vii) 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 material adverse effect on the thereunder which might result in any Material Adverse Change in such Account Debtor's financial conditioncondition or the collectability thereof, as reasonably determined (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 (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration thereof.

Accounts. Borrowers warrantWith respect to the Accounts of the Obligors: (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 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 (or in the process of being 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) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the Control of, the Administrative Agent; (v) 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 due and payable to the applicable Obligor and is not in any way contingent; (vi) to each of the Obligor's knowledge, the account debtor with respect to each Account at has the time it capacity to contract; (vii) except as would not have a Material Adverse Effect, (A) no Account 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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, (iB) there are no facts set-offs, counterclaims or circumstances that disputes existing or asserted with respect to any Account, and (C) 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) to the knowledge of the Obligors, there are reasonably likely to no facts, events or occurrences which in any material respect impair the enforceability validity or collectability enforcement of such Account; (ii) any material Account or tend to materially reduce the Account Debtor had amount payable thereunder as shown on the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, applicable Obligor's books and has not failed, or suspended or ceased doing businessrecords; and (iiiix) there are no proceedings 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 actions threatened limited by applicable law, regulations, administrative guidelines 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 faithcontract.

Accounts. Borrowers warrant(i) arising out of sales on a bill-and-hold, with respect guaranteed sale, sale-or-return, sale on approval or consignment basis, or (ii) subject to each any right of return, setoff or charge back (but only to the extent of such right of return, setoff or charge back); (n) Accounts arising out of sales to Account at Debtors outside the time it is shown as an Eligible Account United States and Canada; (as defined in the Revolver Loan Agreemento) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms and is not Accounts that are evidenced by a judgment, Instrument or Chattel Paper; (p) Accounts due from an Account Debtor and its Affiliates, the aggregate of which Accounts due from such Account Debtor represents more than twenty-five percent (25%) (or, solely with respect to Accounts due from a Specified Account Debtor (35%), thirty-five percent (35%), and, solely with respect to Account due from a Specified Account Debtor (45%), forty-five percent (45%)) of all then outstanding Accounts owed to the Borrowers, but only to the extent of such excess; (q) Accounts that remain open after the applicable Account Debtor has made a partial payment in respect of the applicable invoice (whether or not the applicable Account Debtor has provided an explanation for such partial payment); (r) Accounts where the applicable Account Debtor tendered a check or other item of payment in full or partial satisfaction and such check or other item of payment has been returned by the financial institution on which it is drawn; (s) Accounts for which payment has been received by the applicable Borrower but such payment has not been applied to the applicable Account; or (t) Accounts with respect to which the Administrative Agent believes, in its Credit Judgment, that collection of such Account is insecure or that such Account may not be paid by reason of the Account Debtor’s inability to pay. “Eligible Assignee” means (a) a Lender or any of its Affiliates; (b) it arises out of a completed, bona fide sale an Approved Fund; 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 Person (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (ea natural person) 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); (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, approved by (i) there are no facts the Administrative Agent, the Letter of Credit Issuer and the Swing Line Lender (each such approval not to be unreasonably withheld or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; delayed), and (ii) unless an Event of Default has occurred and is continuing, the Account Debtor had Borrower Agent (such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the capacity to contract when foregoing, “Eligible Assignee” shall not include a Loan Party, any of the Account aroseLoan Parties’ Affiliates or any Disqualified Institution. “Eligible Credit Insured Foreign Accounts” means, is not subject to an Insolvency Proceedingwithout duplication of any Eligible Account, and has not failedany Credit Insured Foreign Accounts that meet all of the criteria set forth in the definition of “Eligible Accounts,” other than the criteria set forth in clause (n) thereof. “Eligible Developmental Service Accounts” means, or suspended or ceased doing business; and any Accounts that meet all of the criteria set forth in the definition of “Eligible Accounts,” other than the criteria set forth in clause (iiif)(iv) 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.thereof. 28

Accounts. 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 Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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 actually and absolutely owing to the applicable Covered Person and are not in any way contingent; (iv) there are no 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 material respect 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) to Borrower's knowledge, the Account Debtor with respect to the Account has the capacity to contract when contract; (ix) the services furnished and/or goods sold giving rise to the Account arose, is are not subject to an Insolvency Proceedingany Security Interest except the first priority, 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) to Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any the Account Debtor that could reasonably be expected with respect to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithAccount.

Accounts. In determining which Accounts are Eligible Accounts, Administrative Agent may rely on all statements and representations made by Borrowers warrantwith respect thereto. Borrowers represent 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 an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is genuine such Account satisfies all of the requirements of an Eligible Account set forth in the definition of “Eligible Account”; (b) such Account is, in all respects, genuine, and enforceable in accordance with its terms and is not evidenced by a judgmentexcept for such limits thereon arising from any applicable Debtor Relief Laws; (bc) it 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 servicesservices (or a schedule thereto) and will mature as stated in such invoice; (e) such Account is not a Sold Receivable or subject to a supply chain finance, a copy forfaiting or factoring transaction, including any Permitted Receivables Transaction (other than an Account subject to the Permitted Receivables Transaction or the Permitted Other Pre- Closing Forfaiting Arrangements, in each case, subject to the requirements of which clause (gg) of the definition of “Eligible Accounts”); (f) 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 furnished authorized with respect to such Account, except extensions, modifications, credits, deductions, discounts or is available to Agent allowances granted in the Ordinary Course of Business that are reflected on requestthe face of the invoice related thereto; (dh) it such Account is not subject to any right of offset, Lien (other than Permitted LiensAdministrative Agent’s Lien), discount, charge back, deduction, defense, dispute, counterclaim counterclaim, or other adverse condition except except, in each case, as arising in the Ordinary Course of Business and disclosed to AgentBusiness; (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 collectability collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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.delay

Accounts. Borrowers warrantWith respect to the Accounts of the Obligors: (i) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what 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 completed in accordance with the terms of any documents pertaining thereto; (iii) 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; (iv) no Account of an Obligor in excess of $1,000,000 pursuant to the original invoice related thereto is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the control of, the Administrative Agent; (v) 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 due and payable to the applicable Obligor and is not in any way contingent; (vi) no Account is evidenced by a judgment, there are no set-offs, counterclaims or disputes existing or asserted with respect to any Account in excess of $1,000,000 pursuant to the original invoice related thereto, 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 in the ordinary course of its business; (vii) there are no facts, events or occurrences which in any material respect impair the validity or enforcement of any Account or tend to 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; (viii) each Account is assignable; (ix) the account debtor 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscontract; and (iiix) there are no proceedings or actions which are threatened or pending against any account debtor with respect to any Account; and (xi) no surety bond was required or given in connection with any Account Debtor that could reasonably be expected to have a material adverse effect on of an Obligor or the Account Debtor's financial condition, as reasonably determined by contracts or purchase orders out of which they arose except in the Borrowers in good faithordinary course of business.

Accounts. Borrowers warrantThe names of the obligors, amounts owing, due dates and other information with respect to its Accounts are and will be correctly stated in all records of such Grantor relating thereto and in all invoices with respect thereto furnished to the Noteholder Representative by such Grantor from time to time upon request by Noteholder Representative or otherwise in accordance herewith. As of the time when each Account at arises, such Grantor shall be deemed to have represented and warranted that such Account and all records relating thereto, are genuine and in all material respects what they purport to be. With respect to its Accounts, except as notified to the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in Noteholder Representative or could not reasonably be expected to have a Borrowing Base CertificateMaterial Adverse Effect, that: (a) it is genuine all Accounts represent bona fide sales of inventory, rental equipment or rendering of services to Account Debtors in the ordinary course of such Grantor's business and enforceable in accordance with its terms and is are not evidenced by a judgment, Instrument or Chattel Paper; (b) it arises out there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a completed, bona fide sale and delivery of goods discount or rendition of services allowance allowed by such Grantor in the Ordinary Course ordinary course of Business, and substantially in accordance with any purchase order, contract or other document relating theretoits business; (c) it is for a sum certainto such Grantor's knowledge, maturing there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as stated in the invoice covering shown on such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestGrantor's books and records and any invoices and statements with respect thereto; (d) it is not subject to any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and Grantor has not failed, or suspended or ceased doing business; and (iii) there are no received any notice of proceedings or actions which are threatened or pending against any Account Debtor that which could reasonably be expected to have a material result in any adverse effect on the change in such Account Debtor's financial condition, ; and (e) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as reasonably determined by the Borrowers in good faiththey become due.

Accounts. Borrowers warrantWith respect to the Accounts of the Obligors: (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 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) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the control of, the Administrative Agent; (v) 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 due and payable to the applicable Obligor and is not in any way contingent; (vi) to each of the Obligor’s knowledge, the account debtor with respect to each Account at has the time it capacity to contract; (vii) 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; (viii) no Account 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 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized asserted with respect to the any material Account, and no Obligor has made any agreement with any account debtor for any deduction from any Account except discounts or allowances granted for deductions made in the Ordinary Course 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 its business; (g) to the best of Borrowers' knowledge, (iix) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any material respect impair the enforceability validity or collectability enforcement of such Account; (ii) any Account or tend to materially reduce the Account Debtor had amount payable thereunder as shown on the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, applicable Obligor’s books and has not failed, or suspended or ceased doing businessrecords; and (iiix) there are no proceedings 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 actions threatened limited by applicable law, regulations, administrative guidelines 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 faithcontract.

Accounts. Borrowers warrantLender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with respect to any Account or Accounts. Unless otherwise indicated in writing to Lender, 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, thatAccount: (a) it It is genuine and enforceable in accordance with its terms all respects what it purports to be, and it 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 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 duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on requestLender; Such Account, and Lender's security interest therein, is not, and will not (dby voluntary act or omission of Borrower) it is not be in the future, subject to any offset, Lien (other than Permitted Liens)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 each such Account is absolutely owing to AgentBorrower and is not contingent in any respect or for any reason; (e) 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); (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 Lender pursuant to subsection 6.2.1 hereof; 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 (g) statements delivered to Lender with respect thereto; To the best of Borrowers' Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability 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, was executed and (2) such Account Debtor is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businessSolvent; and (iii) 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 the change in such Account Debtor's financial condition, as reasonably determined by condition or the Borrowers in good faithcollectibility of such Account.

Accounts. Borrowers Agent may rely, in determining which Accounts are Eligible Accounts or Eligible Unbilled Accounts, on all statements and representations made by Obligors with respect thereto. Each of Borrower and each Subsidiary Guarantor warrant, with respect to each Account at the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) or Eligible Unbilled Account in a Borrowing Base CertificateReport, that: (a) it is genuine and enforceable in accordance with its terms and is not evidenced by a judgmentall respects what it purports to be; (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 applicable invoice covering such sale or rendition (except in the case of servicesEligible Unbilled Accounts), 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 Permitted LiensAgent’s Lien and permitted by 10.2.2(b), the Liens in favor of the noteholders under the Senior Secured Notes permitted by Sections 10.2.2(b) and 10.2.2(j), respectively10.2.2(j) and the Liens in favor of the noteholders under the Senior Secured Mirror Notes permitted by 10.2.2(j)), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course ordinary course of Business business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency of any kind; (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 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 ordinary course of Business business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder xxxxxxxxx; and (g) to the best of Borrowers' Obligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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.had

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by Borrower with respect to any Account. Unless otherwise indicated in writing to Lender, (i) 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 of Borrower is genuine and enforceable in accordance with its terms all respects what it purports to be and is not evidenced by a judgment; , (bii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services by Borrower in the Ordinary Course 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 each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of services, a copy of which has been furnished or is available to Agent on request; Lender, (div) it each Account of Borrower together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising reserved against in the Ordinary Course financial statements, is absolutely owing to Borrower and is not contingent in any respect or for any reason, (v) except as reserved against in the financial statements, there are no facts, events or occurrences which in any way impair the validity or enforceability of Business and disclosed any Account of Borrower or tend to Agent; (e) no purchase order, agreement, 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 Lender with respect thereto, (regardless of whether, under the UCC, the restriction is ineffective); vi) (fA) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts contracts or allowances granted other documents generating more than $1000 in the Ordinary Course of Business for prompt payment that are reflected Accounts on the face of the invoice related thereto and in the reports submitted to Agent hereunder and (g) to the best of Borrowers' knowledgean annual basis, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (iiI) the Account Debtor under each such Account of Borrower had the capacity to contract when at the time any such contract or other document giving rise thereto was executed and (II) each such Account Debtor thereunder is solvent, and (B) with respect to contracts or other documents generating $1000 or less in Accounts on an annual basis, to the best of Borrower’s knowledge (I) the Account arose, is not subject Debtor under each such Account of Borrower had the capacity to an Insolvency Proceeding, and has not failed, contract at the time any such contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiII) each such Account Debtor thereunder is solvent, (vii) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected under any Account of Borrower which might result in any Material Adverse Change in such Account Debtor’s financial condition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to have a material adverse effect on the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration of each Account of Borrower.

Accounts. Borrowers warrant(i) Each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, with respect to (ii) 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 accordance with its terms and is not evidenced by a judgment; (b) it arises out of (A) a completed, bona fide sale and delivery of goods sold and delivered by such Grantor (or rendition of services is in the Ordinary Course process of Businessbeing delivered) or (B) services theretofore actually rendered by such Grantor to, the account debtor named therein, (iii) no Account of a Grantor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper, to the extent requested by the Administrative Agent, has been endorsed over and substantially delivered to, or submitted to the control of, the Administrative Agent, (iv) no surety bond was required or given in accordance connection with any Account of a Grantor or the contracts or purchase orderCHL:82678.6 orders out of which they arose, contract (v) the right to receive payment under each Account is assignable, (vi) no Account Debtor has any defense, set-off, claim or other document relating thereto; (c) it is for a sum certaincounterclaim against any Grantor that can be asserted against the Administrative Agent, maturing as stated whether in any proceeding to enforce the Administrative Agent’s rights in the invoice covering such sale Collateral otherwise, except defenses, setoffs, claims or rendition of servicescounterclaims that are not, 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed aggregate, material to Agent; (e) no purchase order, agreement, document or Applicable Law restricts assignment the value of the Account to Agent Accounts, (regardless of whether, under the UCC, the restriction is ineffective); (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 (gvii) to the best of Borrowers' such Grantor’s knowledge, (i) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any way impair the validity or enforceability thereof or collectability could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and other reports delivered to the Administrative Agent with respect thereto, (viii) no Grantor has received any notice of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 material which might result in any adverse effect on the change in such Account Debtor's ’s financial condition, (ix) no Grantor has knowledge that any material Account Debtor (either individually or in the aggregate) is unable generally to pay its debts as reasonably determined by they become due and (x) to such Grantor’s knowledge, all Account Debtors have the Borrowers in good faithcapacity to contract.

Accounts. Borrowers warrant, with With respect to the Accounts of the Debtor: (i) the goods sold and/or services furnished giving rise to each Account at are not subject to any security interest or Lien except the time it is shown as an Eligible first priority, perfected security interest granted to the Administrative Agent herein and Permitted Liens; (ii) each Account (as defined in and the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is papers and documents of the Debtor relating thereto are genuine and enforceable in accordance with its terms and is not evidenced by a judgmentall material respects what they purport to be; (biii) it each Account arises out of a completed, bona fide sale transaction for goods sold and delivery of goods delivered (or rendition of services in the Ordinary Course process of Businessbeing delivered) by the Debtor or for services actually rendered by the Debtor, which transaction was conducted in the ordinary course of the Debtor’s business and substantially was completed in accordance with the terms of any purchase order, contract or other document relating documents pertaining thereto; (civ) it no Account of the Debtor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the Control of, the Administrative Agent; (v) the amount of each Account as shown on the Debtor’s books and records, and on all invoices and statements which may be delivered to the Administrative Agent with respect thereto, is due and payable to the Debtor and is not in any way contingent; (vi) no Account is evidenced by judgment, there are no set-offs, counterclaims or disputes existing or asserted with respect to any Account and the Debtor has not made any agreement with any account debtor for a sum certain, maturing as stated any deduction from any Account except for deductions made in the invoice covering such sale or rendition ordinary course of services, a copy of which has been furnished or is available to Agent on requestits business; (dvii) it 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 Debtor’s books and records and all invoices and statements delivered to the Administrative Agent with respect thereto; (viii) the right to receive payment under each Account 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 (ix) the goods sold and/or services furnished giving rise to each Account are not subject to any offset, security interest or Lien (other than except the security interest granted the Administrative Agent herein and except for Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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. Borrowers warrantIn determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made by any 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 (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: of each Borrower (a) it is genuine and enforceable in accordance with its terms 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 rendering of services by such 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 such 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 together with Agent's security interest therein, is not and will not be in the future (by voluntary act or omission by such Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as condition, is absolutely owing to such Borrower and is not contingent in any respect or for any reason (other than pursuant to Permitted Liens or offsets, deductions, defenses, disputes or counterclaims arising in the Ordinary Course ordinary course of Business and disclosed to Agent; business), (e) 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 with respect thereto (regardless other than those arising in the ordinary course of whetherbusiness), under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Accountbest of such Borrower's knowledge, except discounts (i) the Account Debtor thereunder had the capacity to contract at the time any contract or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related other document giving rise thereto was executed and in the reports submitted to Agent hereunder and (ii) such Account Debtor is solvent, (g) 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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 collectability thereof, as reasonably determined (h) 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 (i) such Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration thereof.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made by 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 (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: of Borrower (a) it is genuine and enforceable in accordance with its terms 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 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in the Ordinary Course of Business and disclosed to Agent; any 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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 collectability 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, as reasonably determined by the Borrowers in good faithand (ii) such Account Debtor is solvent.

Accounts. In determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made in this Agreement or in the Borrowing Certificate, Interim Borrowing Certificate or any other writing delivered by Borrowers warrant, with respect to Accounts. Unless otherwise indicated in writing to Agent or except as hereafter set forth, each Account at the time it is shown as an Eligible Account of Borrowers (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 rendering of services Services by Borrowers 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 the applicable Borrower and the applicable 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; Agent, (div) it together with Agent's security interest therein, is not and will not be in the future (by voluntary act or omission by Borrowers), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition condition, is absolutely owing to Borrowers and is not contingent in any respect or for any reason (except as arising Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized 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' knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability 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, is not (vii) to the best of Borrowers' knowledge, 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 the change in such Account Debtor's financial conditioncondition or the collectability of such Account, as reasonably determined (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, is properly payable directly to the applicable Borrower, (ix) Borrowers have obtained and currently have all Permits necessary in good faiththe generation thereof, and (x) Borrowers have disclosed to Agent on each Borrowing Certificate the amount of all Accounts of Borrowers 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 Borrowers are pursuing all available appeals in respect of such Accounts. Notwithstanding anything in this Section 5.20 to the contrary, the failure of any Account other than an Eligible Receivable to satisfy the requirements of this Section 5.20 shall not constitute a Default or Event of Default unless Accounts other than Eligible Accounts having an aggregate face amount of $250,000 or greater fail to comply with the provisions of this Section 5.20.

Accounts. Borrowers warrantWith respect to the Accounts of the Obligors: (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 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 material terms of any documents pertaining thereto; (iv) no Account in excess of $1,000,000 of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the Control of, the Administrative Agent; (v) 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 due and payable to the applicable Obligor and is not in any way contingent; (vi) to each of the Obligor’s knowledge, the account debtor with respect to each Account at has the time it capacity to contract; (vii) 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; (viii) no Account 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 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized asserted with respect to the any material Account, and no Obligor has made any agreement with any account debtor for any deduction from any Account except discounts or allowances granted for deductions made in the Ordinary Course 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 its business; (g) to the best of Borrowers' knowledge, (iix) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any material respect impair the enforceability validity or collectability enforcement of such Account; (ii) any Account or tend to materially reduce the Account Debtor had amount payable thereunder as shown on the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, applicable Obligor’s books and has not failed, or suspended or ceased doing businessrecords; and (iiix) there are no proceedings 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 actions threatened limited by applicable law, regulations, administrative guidelines 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 faithcontract.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms 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 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason, (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability 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, is not (vii) to the best of Borrower's knowledge, 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 material adverse effect on the thereunder which might result in any Material Adverse Change in such Account Debtor's financial conditioncondition or the collectability thereof, as reasonably determined (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, (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers 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 good faiththe definition of Eligible Receivables hereof, and Borrower is pursuing all available appeals in respect of such Accounts.

Accounts. Borrowers warrant, with With respect to each any Account at of such Grantor: (i) such Account represents a bona fide sale or lease of Inventory or rendering of services to the time it is shown as an Eligible applicable Account (as defined Debtor in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms ordinary course of such Grantor’s business and is not evidenced by a judgment, Instrument or Chattel Paper; (bii) it arises out there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has made no agreement with the applicable Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of such Account Debtor from liability therefor, or any deduction therefrom except a completed, bona fide sale and delivery of goods discount or rendition of services allowance allowed by such Grantor 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 its Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted disclosed to Agent hereunder and Lender; (giii) to the best of Borrowers' such Grantor’s knowledge, (i) there are no facts facts, events or circumstances occurrences that are reasonably likely to in any way impair the validity or enforceability thereof or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices and statements delivered to Lender with respect thereto; (iv) such Grantor has, to its knowledge, received no notice of proceedings or actions that are threatened or pending against the applicable Account Debtor that might result in any material adverse effect on the change in such Account Debtor's ’s financial condition; and (v) such Grantor has no knowledge that the applicable Account Debtor is unable generally to pay its debts as they become due. In addition, with respect to any Account or Chattel Paper of any Grantor: (A) the amounts reflected on all records, invoices and statements that may be delivered to Lender with respect thereto are actually and absolutely owing to such Grantor as reasonably determined by indicated thereon and are not in any way contingent; (B) no payments have been or shall be made thereon except payments made in accordance with the Borrowers in good faithCredit Agreement; and (C) to such Grantor’s knowledge, the applicable Account Debtor has the capacity to contract.

Accounts. Borrowers warrant, with With respect to each Account at all of Borrower’s Accounts and to the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of Borrower’s knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to Lender); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on Borrower’s books and records, with respect thereto are actually and absolutely owing to Borrower and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by Borrower or asserted with respect thereto, and Borrower has made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by Borrower in the ordinary course of its business for prompt payment; (f) there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of Borrower’s knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 Borrower has no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscollectibility thereof; and (iiij) there are no proceedings or actions threatened or known to Borrower which are pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrant, with respect As to each and every Designated Account at the time it is which Borrower has shown as an Eligible Account (as defined in Receivable on the Revolver Loan Agreement) in a most recent Borrowing Base Certificate, thatCertificate delivered to Bank: (a) it such Designated Account is genuine a valid bona fide existing obligation of the Debtor for a sum certain for sales of goods shipped or delivered, or goods leased, or services rendered in the ordinary course of business; (b) all supporting documents, instruments, chattel paper and other evidence of indebtedness, if any, delivered to Bank are complete and correct and valid and enforceable in 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 Businesstheir terms, and substantially in accordance with any purchase orderall signatures and endorsements that appear thereon are genuine, contract or other document relating theretoand all signatories and endorsers have full capacity to contract; (c) it the Debtor is liable for the amount expressed in such Account according to its terms, and such Debtor has no right to reject or return the goods the sale of which gave rise to such Account to Borrower for a sum certain, maturing as stated in the invoice covering such sale refund or rendition of services, a copy of which has been furnished or is available to Agent on requestdiscount; (d) it such Account is not subject to any offsetno discount, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim allowance or other adverse condition except as arising in special terms of payment without the Ordinary Course prior approval of Business and disclosed to AgentBank; (e) such Account is subject to no purchase orderdispute, agreementdefense or offset, document real or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)claimed; (f) such Account is subject to no extension, compromise, settlement, modification, credit, deduction prohibition 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 limitation upon assignment; and (g) Borrower has full right and power to grant Bank a security interest therein, and the security interest granted in such Account to Bank pursuant to Section 3 is a valid first priority security interest inuring to the best benefit of Borrowers' knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 Bank without further action. The warranties set out herein shall be expected deemed to have a material adverse effect been made with respect to each and every Designated Account shown by Borrower as an Eligible Account on the Account Debtor's financial condition, as reasonably determined any Borrowing Base Certificate hereafter delivered to Bank by the Borrowers in good faithBorrower.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by Borrower with respect to any Account. Unless otherwise indicated in writing to Lender, (i) 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 of Borrower is genuine and enforceable in accordance with its terms all respects what it purports to be and is not evidenced by a judgment; , (bii) it each Account of Borrower arises out of a completed, bona fide sale and delivery of goods or rendition rendering of services Services by Borrower or OHR Affiliates 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 between Borrower or other document relating thereto; OHR Affiliates and the Account Debtor, (ciii) it each Account of Borrower is for a sum certain, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of servicesServices, a copy of which has been furnished or is available to Agent on request; Lender, (div) it each Account of Borrower together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason (except as arising Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no facts, events or occurrences which in any way impair the Ordinary Course validity or enforceability of Business and disclosed any Account of Borrower or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability of such Account; (iiA) the Account Debtor under each Account of Borrower had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) each such Account Debtor is solvent, (vii) 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 under any Account of Borrower which might result in any Material Adverse Change in such Account Debtor’s financial condition or the collectability thereof, (viii) each Account of Borrower has been billed and forwarded to have a material adverse effect on the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, if due from a Medicaid/Medicare Account Debtor's financial condition, as reasonably determined by is properly payable directly to Borrower, (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers generation of each Account of Borrower, and (x) Borrower has disclosed to Lender on each Borrowing Certificate the amount of all Accounts of Borrower for which Medicare is the Account Debtor and for which payment has been denied and subsequently appealed pursuant to the procedure described in good faiththe definition of Eligible Receivables hereof, and Borrower is pursuing all available appeals in respect of such Accounts.

Accounts. Borrowers warrant, with With respect to each Account at scheduled, listed or referred to in reports submitted by Borrower to Lender pursuant to the time it is shown Loan Documents, except as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Accounttransaction; (ii) the Account Debtor had is not evidenced by a judgment and there is no material dispute respecting it; (iii) the capacity to contract when amount of the Account aroseas shown on Borrower's books and records and all invoices and statements which may be delivered to Lender with respect thereto are actually and absolutely owing to Borrower and are not in any way contingent; (iv) there are no set-offs, counterclaims or disputes existing or asserted with respect to the Account and Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by Borrower in the ordinary course of its business; (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 Borrower's books and records and all invoices and statements delivered to Lender with respect thereto; (vi) the Account is assignable; (vii) the Account arose in the ordinary course of Borrower's business; (viii) the services furnished and/or goods sold giving rise to the Account are not subject to an Insolvency Proceeding, any Security Interest except the first priority perfected Security Interest granted to Lender and has not failed, or suspended or ceased doing businessexcept the Permitted Security Interests; and (iiiix) there are no proceedings or actions which are threatened or pending against any the Account Debtor that could reasonably be expected with respect to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithAccount.

Accounts. Borrowers warrant, with With respect to each Account at all of the time it is shown as an Eligible Account (as defined in Borrowers' Accounts and to the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of the Borrowers' knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Lender); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrowers' books and records, with respect thereto are actually and absolutely owing to the Borrowers and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by the Borrowers or asserted with respect thereto, and the Borrowers have made no agreement with any Account Debtor thereof for any 36 42 deduction or discount of the sum payable thereunder except regular discounts allowed by the Borrowers in the ordinary course of their business for prompt payment; (f) there are no facts, events or occurrences known to any of the Borrowers which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of the Borrowers' knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 the Borrowers have no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscollectibility thereof; and (iiij) there are no proceedings or actions threatened or known to any of the Borrowers which are pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrant, with With respect to each Account at the time it is shown reflected as an Eligible Account (as defined in the Revolver Loan Agreement) computations included in a any Borrowing Base Certificate, that: except as specifically disclosed on the applicable Borrowing Base Certificate, (aA) it is genuine and enforceable such Account represents a bona fide sale of Inventory or rendering of services to the applicable Account Debtor in accordance with its terms the ordinary course of the Borrowers’ business and is not evidenced by a judgment; , Instrument or Chattel Paper, (bB) 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 (g1) to the best of Borrowers' ’ knowledge, (i) there are no facts setoffs, claims or circumstances that are reasonably likely to impair disputes existing or asserted with respect thereto, and (2) the enforceability or collectability of such Account; (ii) Borrowers have not made any agreement with the Account Debtor had with respect thereto for any extension of time for the capacity to contract when payment thereof, any compromise or settlement for less than the full amount thereof, any release of such Account arose, is not subject to an Insolvency Proceeding, and has not failedDebtor from liability therefor, or suspended any deduction therefrom except a discount or ceased doing business; and allowance allowed by the Borrowers in the ordinary course of business for prompt payment, (iiiC) to the Borrowers’ knowledge, there are no facts, events or occurrences that in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on the Borrowers’ books and records, (D) the Borrowers have not received any notice of proceedings or actions that are threatened or pending against any the Account Debtor with respect thereto that could reasonably be expected to have a result in any material adverse effect on the change in such Account Debtor's financial condition, as reasonably determined by (E) the Borrowers have no knowledge that the applicable Account Debtor is unable generally to pay its debts as they become due or is on a “credit watch” list of Dun & Bradstreet, TRW or any other nationally-recognized trade credit association unless the Borrowers have determined in good faith.their reasonable credit judgment that such Account Debtor is still creditworthy; (F) the amounts reflected on all records, invoices, statements and collateral reports that may be delivered to the Lender with respect thereto are actually and absolutely owing as indicated thereon and are not in any way contingent, and to the Borrower’s knowledge, each Account Debtor that is a party thereto has the capacity to contract; and (G) each Eligible Account reflected in the computations included in any Borrowing Base Certificate satisfies the criteria established therefor in this Agreement. KEYW and Subsidiaries Credit and Security Agreement

Accounts. Borrowers warrant, with With respect to each Account at all of Borrower’s Accounts and to the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of Borrower’s knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to Agent); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on Borrower’s books and records, with respect thereto are actually and absolutely owing to Borrower and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by Borrower or asserted with respect thereto, and Borrower has made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by Borrower in the ordinary course of its business for prompt payment; (f) there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of Borrower’s knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 Borrower has no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscollectibility thereof; and (iiij) there are no proceedings or actions threatened or known to Borrower which are pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrant, with With respect to each Account at the time it is shown as an Eligible Account (as defined in Accounts of the Revolver Loan Agreement) in a Borrowing Base Certificate, thatObligors: (ai) it is genuine to the extent an Account arises out of goods sold and/or services furnished, (A) 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 enforceable in accordance with its terms Permitted Liens and is not evidenced by a judgment; (bB) it such Account arises out of a completed, bona fide sale transaction for goods sold and delivery of goods delivered (or rendition of services in the Ordinary Course process of Businessbeing delivered) by an Obligor or for services actually rendered by an Obligor, and substantially in accordance with any purchase order, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated which transaction was conducted 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (e) no purchase order, agreement, document or Applicable Law restricts assignment ordinary course of the Account to Agent (regardless of whether, under Obligor's business or otherwise permitted by the UCC, the restriction is ineffective); (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 collectability of such AccountCredit Agreement; (ii) the no Account Debtor had the capacity to contract when the Account aroseof an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper, is not subject to except (x) those representing an Insolvency Proceeding, and has not failedobligation of less than $50,000, or suspended (y) as to which notice has been given to the Administrative Agent and at the request of Administrative Agent, the same has been endorsed over and delivered to, or ceased doing businesssubmitted to the Control of the Administrative Agent; and (iii) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be; (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 due and payable to the applicable Obligor and is not in any way contingent; (v) no Account is evidenced by judgment, there are no proceedings set-offs, counterclaims or actions threatened disputes existing or pending against asserted with respect to any Account Debtor that in the aggregate could reasonably be expected to have a material Material Adverse Effect, 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; (vi) there has been no development or event which individually or in the aggregate has had or could be reasonably expected to have an adverse effect on the validity or enforcement of any Account Debtoror tend to reduce the amount payable thereunder as shown on the applicable Obligor's financial conditionbooks and records and all invoices and statements delivered to the Administrative Agent with respect thereto, as which development or event could reasonably determined be expected to have a Material Adverse Effect; and (vii) the right to receive payment under each Account 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 the Borrowers in good faithapplicable law, regulations, administrative guidelines or contract.

Accounts. Borrowers warrant, with With respect to each Account at all of the time it is shown as an Eligible Account (as defined in Borrower's Accounts and to the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of the Borrower's knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Lender); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrower's books and records, with respect thereto are actually and absolutely owing to the Borrower and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by the Borrower or asserted with respect thereto, and the Borrower has made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by the Borrower in the ordinary course of its business for prompt payment; (f) there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of the Borrower's knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 the Borrower has no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscollectibility thereof; and (iiij) there are no proceedings or actions threatened or known to the Borrower which are pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrantWith respect to Borrower’s Accounts: (i) the Goods sold, rented or leased, licensed, or assigned or services furnished giving rise to each Account are not subject to any Lien except the first priority, perfected Lien granted to Lender herein and except for Permitted Liens; (ii) each Account and the papers and Documents of Borrower relating thereto are genuine and in all material 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), leased, licensed, or assigned by Borrower or for services actually rendered by Borrower, which transaction was conducted in the ordinary course of Borrower’s business and was completed in all material respects in accordance with the terms of any Documents, Instruments or agreements pertaining thereto; (iv) no Account is evidenced by any Instrument unless such Instrument has been endorsed over and delivered to, or submitted to the Control of Lender; (v) the amount of each Account as shown on Bxxxxxxx’s books and records, and on all invoices and statements which may be delivered to Lender with respect thereto, is due and payable to Borrower; (vi) to Borrower’s knowledge, the Account debtor 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arosecontract; (vii) to Borrower’s knowledge, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions that are threatened or pending against any Account Debtor debtor whose business is material to Borrower that could are reasonably be expected likely to have a material adverse effect on Material Adverse Effect, and (viii) no surety bond was required or given in connection with any Account or the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithcontracts or purchase orders out of which they arose.

Accounts. Borrowers warrant, with With respect to each Account at all of the time it is shown as an Eligible Account (as defined in Borrower's Accounts and to the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of the Borrower's knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Agent); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrower's books and records, with respect thereto are actually and absolutely owing to the Borrower and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by the Borrower or asserted with respect thereto, and the Borrower has made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by the Borrower in the ordinary course of its business for prompt payment; (f) there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of the Borrower's knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 the Borrower has no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscollectibility thereof; and (iiij) there are no proceedings or actions threatened or known to the Borrower which are pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made by 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 (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: of Borrower (a) it is genuine and enforceable in accordance with its terms all respects what is 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 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, 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, (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 together with Agent's security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in the Ordinary Course of Business and disclosed to Agent; any respect 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 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 whetherwith respect thereto, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Accountbest of Borrower's knowledge, except discounts (i) the Account Debtor thereunder had the capacity to contract at the time any contract or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related other document giving rise thereto was executed and in the reports submitted to Agent hereunder and (ii) such Account Debtor is solvent, (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 collectability thereof, as reasonably determined (h) 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 (i) Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration thereof.

Accounts. 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 Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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) to Borrower’s knowledge, 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, is are not 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 pending or to Borrower’s knowledge 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 permitted to have a material adverse effect be made on the Account Debtor's except payments promptly delivered to the Blocked Accounts at the financial condition, institutions as reasonably determined by the Borrowers provided in good faiththis Agreement.

Accounts. Borrowers warrantLender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with respect thereto. Borrower warrants, 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 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 Lender on request; (d) it is not subject to any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to AgentLender; (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); (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 actual knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 Borrower in good faith.

Accounts. Borrowers warrantWith respect to the Accounts of the Obligors: (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 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) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the Control of, the Administrative Agent; (v) 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 due and payable to the applicable Obligor and is not in any way contingent; (vi) to each of the Obligor’s knowledge, the account debtor with respect to each Account at has the time it capacity to contract; (vii) 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; (viii) no Account 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 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized asserted with respect to the any material Account, and no Obligor has made any agreement with any account debtor for any deduction from any Account except discounts or allowances granted for deductions made in the Ordinary Course 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 its business; (g) to the best of Borrowers' knowledge, (iix) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any material respect impair the enforceability validity or collectability enforcement of such Account; (ii) any Account or tend to materially reduce the Account Debtor had amount payable thereunder as shown on the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, applicable Obligor’s books and has not failed, or suspended or ceased doing businessrecords; and (iiix) there are no proceedings 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 actions threatened limited by applicable law, regulations, administrative guidelines 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 faithcontract.

Accounts. Borrowers warrant, with With respect to each Account at the time it is shown as an Eligible Account (as defined in Accounts, to the Revolver Loan Agreement) in a Borrowing Base Certificate, thatbest of Borrower’s knowledge: (a) it is genuine the Accounts are genuine, are in all respects what they purport to be, and enforceable in accordance with its terms and is are not evidenced by a judgment; (b) it arises out of a completedthe Accounts represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document relating theretothe terms and provisions contained in the documents related to the transactions; (c) it is for a sum certainthe amounts shown on the respective schedule of Accounts, maturing as stated the Borrower’s books and records, and all invoices and statements with respect to the Accounts are actually and absolutely owing to the Borrower 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 no material set-offs, counterclaims, or disputes (as determined on an aggregate basis of all Accounts of the Borrower) existing or asserted with respect to the Accounts, and the Borrower has not made any agreement with any Account Debtor for any deduction from the Account balance, except a discount or allowance allowed by the Borrower in the ordinary course of its business for prompt payment and contra accounts; (e) the Accounts have not been sold, pledged, or assigned to any other Person and there are no facts, events, or occurrences which in any way impair the validity or enforcement of the Accounts or tend to reduce the amount payable under the Accounts, the Borrower’s books and records, and all invoices and statements delivered to the Lender with respect to the Accounts; (f) to the Borrower’s knowledge, all Account Debtors have the capacity to contract and are solvent (except as the Borrower shall otherwise notify the Lender in writing from time to time); (g) the services furnished and goods sold giving rise to the Accounts are not subject to any offsetlien, Lien (other than Permitted Liens)claim, deductionencumbrance, defenseor security interest, dispute, counterclaim or other adverse condition except as arising in that of the Ordinary Course of Business and disclosed to AgentLender; (eh) the Borrower has no purchase order, agreement, document knowledge of any fact or Applicable Law restricts assignment circumstance which would impair the validity of the Account to Agent (regardless Accounts or reduce the chances of whether, under collecting the UCC, the restriction is ineffective)Accounts; (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 (gi) to the best of Borrowers' Borrower’s knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 which might result in any material adverse effect on change in the Account Debtor's ’s financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms 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 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, 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 services, 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason, (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability of such Account; (iiA) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) such Account Debtor is solvent, (vii) 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 thereunder which might result in any Material Adverse Change or the collectability thereof, (viii) has been billed and forwarded to have a material adverse effect on the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration of its Accounts.

Accounts. Borrowers warrantLender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with respect thereto. Borrower warrants, 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 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 Lender on request; (d) it is not subject to any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to AgentLender; (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); (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 Borrower in good faith.

Accounts. Borrowers warrantUnless otherwise indicated in writing to Agent, 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: of each Credit Party (a) it is genuine and enforceable in accordance with its terms 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 goods, rendering of services or leasing of Inventory by such Credit Party in the Ordinary Course ordinary course of Business, business and substantially in accordance in all material respects 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 such Credit Party 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, rendering of services or rendition leasing of servicesInventory, a copy of which has been furnished or is available to Agent on request; Agent, (d) it together with Agent's security interest therein, is not (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason (other than (i) pursuant to Permitted Liens and (ii) offsets, deductions, defenses, disputes or counterclaims arising in the Ordinary Course ordinary course of Business and disclosed to Agent; business) (e) no purchase orderis not affected, agreement, document or Applicable Law restricts assignment to the knowledge of the Account Credit Parties, by any facts, events or 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 claim or invoice and statements delivered to Agent with respect thereto (regardless other than those reasonably expected to arise in the ordinary course of whetherbusiness and which, under in the UCCaggregate, the restriction is ineffectivewould not reasonably be expected to have a Material Adverse Effect); , (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 BorrowersCredit Parties' knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) is one for which the Account Debtor thereunder had the capacity to contract when at the time any contract or other document giving rise thereto was executed and (ii) is one for which the Account aroseDebtor was solvent at the time any contract or other document giving rise thereto was executed, (g) to the Credit Parties' actual knowledge, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no affected by any proceedings or actions which are threatened or pending against any Account Debtor that could thereunder which might result in any material adverse change in such Account Debtor's financial condition or the collectibility thereof which would reasonably be expected to have a material adverse effect on Material Adverse Effect, (h) has been billed and forwarded to the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and (i) the Borrowers Credit Parties have obtained and currently have all Permits necessary in good faiththe generation thereof.

Accounts. Borrowers warrant, with With respect to each any Account at the time it is shown of such Grantor, except as an Eligible Account (as defined specifically disclosed in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatmost recent Collateral Report delivered to Agent: (ai) it is genuine and enforceable such Account represents a bona fide sale of Inventory or rendering of services to the applicable Account Debtor in accordance with its terms the ordinary course of such Grantor’s business and is not evidenced by a judgment, Instrument or Chattel Paper; (bii) it arises out there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has made no agreement with the applicable Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of such Account Debtor from liability therefor, or any deduction therefrom except a completed, bona fide sale and delivery of goods discount or rendition of services allowance allowed by such Grantor 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 its business 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business prompt payment and disclosed to Agent; (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); (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 (giii) to the best of Borrowers' such Grantor’s knowledge, (i) there are no facts facts, events or circumstances occurrences that are reasonably likely to in any way impair the validity or enforceability thereof or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports delivered to Agent and Lenders with respect thereto; (iv) such Grantor has received no notice of proceedings or actions that are threatened or pending against the applicable Account Debtor that might result in any material adverse effect on the change in such Account Debtor's ’s financial condition; and (v) such Grantor has no knowledge that the applicable Account Debtor is unable generally to pay its debts as they become due. In addition, with respect to any Account of any Grantor: (A) the amounts reflected on all records, invoices, statements and Collateral Reports that may be delivered to Agent with respect thereto are actually and absolutely owing to such Grantor as reasonably determined by indicated thereon and are not in any way contingent; (B) no payments have been or shall be made thereon except payments made in accordance with the Borrowers in good faithrequirements of Annex B to the Credit Agreement; and (C) to such Grantor’s knowledge, the applicable Account Debtor has the capacity to contract.

Accounts. Borrowers warrantThe Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by the Borrower with respect thereto. The Borrower warrants, 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 CertificateReport, that: (ai) it is genuine and enforceable in accordance with its terms and is not evidenced by a judgmentall respects what it purports to be; (bii) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary ordinary courseOrdinary Course of BusinessbusinessBusiness, 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 invoice covering such sale or rendition of servicesapplicable invoice, 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 Permitted Liensthe Administrative Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary ordinary courseOrdinary Course of Business businessBusiness and disclosed to Agentthe Administrative Agent or reflected in the amount thereof in the Borrowing Base Report; and it is absolutely owing by the Account Debtor, without contingency of any kind; (ev) no purchase order, agreement, document or 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 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 ordinary courseOrdinary Course of Business businessBusiness for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to the Administrative Agent hereunder hereunder; 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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the 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 ’s financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrant, with With respect to the Accounts of the Debtors: (i) the goods sold and/or services furnished giving rise to each Account at are not subject to any security interest or Lien except the time it is shown as an Eligible first priority, perfected security interest granted to the Administrative Agent herein and Permitted Liens; (ii) each Account (as defined in and the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is papers and documents of the applicable Debtor relating thereto are genuine and enforceable in accordance with its terms and is not evidenced by a judgmentall material respects what they purport to be; (biii) it each Account arises out of a completed, bona fide sale transaction for goods sold and delivery of goods delivered (or rendition of services in the Ordinary Course process of Businessbeing delivered) by a Debtor or for services actually rendered by a Debtor, which transaction was conducted in the ordinary course of the Debtor’s business and substantially was completed in accordance with the terms of any purchase order, contract or other document relating documents pertaining thereto; (civ) it no Account of a Debtor is for a sum certain, maturing as stated in the invoice covering evidenced by any Instrument or Chattel Paper unless such sale Instrument or rendition of services, a copy of which Chattel Paper has been furnished theretofore endorsed over and delivered to, or is available submitted to Agent on request; (d) it is not subject to any offsetthe Control of, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Administrative Agent; (ev) the amount of each Account as shown on the applicable Debtor’s books and records, and on all invoices and statements which may be delivered to the Administrative Agent with respect thereto, is due and payable to the applicable Debtor and is not in any way contingent; (vi) no purchase orderAccount is evidenced by judgment, agreementthere are no set-offs, document counterclaims or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction disputes existing 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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 Debtor 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; (vii) there are no facts, events or occurrences which in any material adverse effect respect impair the validity or enforcement of any Account or tend to materially reduce the amount payable thereunder as shown on the applicable Debtor’s books and records and all invoices and statements delivered to the Administrative Agent with respect thereto; (viii) the right to receive payment under each Account Debtor's financial conditionis assignable except, as reasonably determined 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 (ix) the Borrowers in good faithgoods 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. 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 Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in all material respects in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Accounttransaction; (ii) the Account Debtor had is not evidenced by a judgment and there is no material dispute respecting it; (iii) the capacity to contract when amount of the Account arose, is 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 actually and absolutely owing to the applicable Covered Person and are not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businessin any way contingent; and (iiiiv) there are no material setoffs, 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 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) Borrower has no knowledge of any material 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) to such Covered Person's best knowledge, the Account Debtor with respect to the Account has the capacity to contract; (ix) the services furnished and/or goods sold giving rise to the Account were not, at the time furnished or sold, subject to any Security Interest except the first priority, perfected Security Interest granted to Administrative Agent for the benefit of Lenders and subject to the Permitted Security Interests; and (x) to such Covered Person's best knowledge, there are no material proceedings or actions which are threatened or pending against any the Account Debtor that could reasonably be expected with respect to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithAccount.

Accounts. Borrowers warrant, with With respect to each Account at all Accounts and to the time it is shown as an Eligible Account (as defined in best of the Revolver Loan Agreement) in a Borrowing Base Certificate, that: Borrower's knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Lender); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any the terms and provisions contained in the invoices and purchase order, contract or other document orders relating thereto; (c) it is for a sum certain, maturing as stated the goods sold (or services rendered) which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand not rejected by the account debtor; (d) it is the amounts shown on the Borrower's books and records, with respect thereto are actually and absolutely owing to the Borrower and are not subject to contingent for any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agentreason; (e) no purchase order, agreement, document payments have been or Applicable Law restricts assignment of shall be made thereon except payments deposited in the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)Lockbox; (f) there are no extensionset-offs, compromisecounterclaims or disputes known by the Borrower or asserted with respect thereto, settlement, modification, credit, and the Borrower has made no agreement with any account debtor thereof for any deduction or return has been authorized with respect to discount of the Account, sum a able thereunder except regular discounts or allowances granted allowed by the Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder and payment; (g) there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (h) all account debtors thereof, to the best of Borrowers' the Borrower's knowledge, have the capacity to contract; (i) there the goods sold or transferred or the services furnished giving rise thereto are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and any liens except the security interest granted to the Lender by this Agreement; (I) the Borrower has not failed, no knowledge of any fact 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.circumstance which

Accounts. Borrowers warrant, with With respect to each Account at scheduled, listed or referred to in reports submitted by Borrower to Lender pursuant to the time it is shown Loan Documents, except as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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 Borrower's books and records and all invoices and statements which may be delivered to Lender with respect thereto are actually and absolutely owing to Borrower and are not in any way contingent; (iv) there are no set-offs, counterclaims or disputes existing or asserted with respect to the Account and Borrower has not made any agreement with any Account Debtor had for any deduction therefrom except a discount or allowance allowed by Borrower 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 Borrower's books and records and all invoices and statements delivered to Lender with respect thereto; (vi) the Account is assignable; (vii) the Account arose in the ordinary course of Borrower's business; (viii) to the best of Borrower's knowledge, the Account Debtor with respect to the Account has the capacity to contract when contract; (ix) the services furnished and/or goods sold giving rise to the Account arose, is are not subject to an Insolvency Proceedingany Lien except the first priority, perfected Lien of Lender and has not failedexcept the Permitted Liens; (x) to the best of Borrower's knowledge, 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 with respect to the Account; and (xi) no payments have been or shall be expected to have a material adverse effect made on the Account Debtor's except payments promptly delivered to Lender or to other financial condition, as reasonably determined institutions approved by the Borrowers in good faithLender pursuant to this Agreement.

Accounts. 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 Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in all material respects in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability of such Accounttransaction; (ii) the Account Debtor had is not evidenced by a judgment and there is no material dispute respecting it; (iii) the capacity to contract when amount of the Account arose, is 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 actually and absolutely owing to the applicable Covered Person and are not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businessin any way contingent; and (iiiiv) there are no material setoffs, 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 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) Borrower has no knowledge of any material 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) to such Covered Person's best knowledge, the Account Debtor with respect to the Account has the capacity to contract; (ix) the services furnished and/or goods sold giving rise to the Account were not, at the time furnished or sold, subject to any Security Interest except the first priority, perfected Security Interest granted to Administrative Agent for the benefit of Lenders and except the Permitted Security Interests; and (x) to such Covered Person's best knowledge, there are no material proceedings or actions which are threatened or pending against any the Account Debtor that could reasonably be expected with respect to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithAccount.

Accounts. Borrowers warrant, with With respect to each Account at the time it is shown as an Eligible Account (as defined in Accounts of the Revolver Loan Agreement) in a Borrowing Base Certificate, thatObligors: (ai) it is genuine to the extent an Account arises out of goods sold and/or services furnished, (A) 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 enforceable in accordance with its terms Permitted Liens and is not evidenced by a judgment; (bB) it such Account arises out of a completed, bona fide sale transaction for goods sold and delivery of goods delivered (or rendition of services in the Ordinary Course process of Businessbeing delivered) by an Obligor or for services actually rendered by an Obligor, and substantially in accordance with any purchase order, contract or other document relating thereto; (c) it is for a sum certain, maturing as stated which transaction was conducted 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (e) no purchase order, agreement, document or Applicable Law restricts assignment ordinary course of the Account to Agent (regardless of whether, under Obligor’s business or otherwise permitted by the UCC, the restriction is ineffective); (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 collectability of such AccountCredit Agreement; (ii) the no Account Debtor had the capacity to contract when the Account aroseof an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper, is not subject to except (x) those representing an Insolvency Proceeding, and has not failedobligation of less than $50,000, or suspended (y) as to which notice has been given to the Administrative Agent and at the request of Administrative Agent, the same has been endorsed over and delivered to, or ceased doing businesssubmitted to the Control of the Administrative Agent; and (iii) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be; (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 due and payable to the applicable Obligor and is not in any way contingent; (v) no Account is evidenced by judgment, there are no proceedings set-offs, counterclaims or actions threatened disputes existing or pending against asserted with respect to any Account Debtor that in the aggregate could reasonably be expected to have a material Material Adverse Effect, 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; (vi) there has been no development or event which individually or in the aggregate has had or could be reasonably expected to have an adverse effect on the validity or enforcement of any Account Debtor's financial conditionor tend to 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, as which development or event could reasonably determined be expected to have a Material Adverse Effect; and (vii) the right to receive payment under each Account 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, or any other Governmental Authority, to the extent the assignment of any such right to payment is prohibited or limited by the Borrowers in good faithapplicable law, regulations, administrative guidelines or contract.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason and Borrower acknowledges that although certain of its agreements are subject to future audit by its customers (“Customer Audits”), it has no basis to believe that any such audit, if undertaken, would result in any claim or amount owed by Borrower, (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability of such Account; (iiA) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) such Account Debtor is solvent, (vii) 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 thereunder which might result in any Material Adverse Change in such Account Debtor’s financial condition or the collectability thereof, (viii) has been billed and forwarded to have a material adverse effect on the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration thereof.

Accounts. Borrowers warrant, with With respect to each Account at scheduled, listed or referred to in reports submitted by Borrower to Agent pursuant to the time it is shown Loan Documents, except as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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 Borrower's books and records and all invoices and statements which may be delivered to Agent with respect thereto are actually and absolutely owing to Borrower and are not in any way contingent; (iv) there are no set-offs, counterclaims or disputes existing or asserted with respect to the Account and Borrower has not made any agreement with any Account Debtor had for any deduction therefrom except a discount or allowance allowed by Borrower 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 Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vi) the Account is assignable; (vii) the Account arose in the ordinary course of Borrower's business; (viii) to the Borrower's knowledge, the Account Debtor with respect to the Account has the capacity to contract when contract; (ix) the services furnished and/or goods sold giving rise to the Account arose, is are not subject to an Insolvency Proceedingany Security Interest except the first priority, perfected Security Interest granted to Agent for the ratable benefit of Lenders and has not failedexcept the Permitted Security Interests; (x) to the Borrower's knowledge, 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 with respect to the Account; and (xi) no payments have been or shall be expected to have a material adverse effect made on the Account Debtor's except payments promptly delivered to Agent or to other financial condition, as reasonably determined institutions approved by the Borrowers in good faithAgent pursuant to this Agreement.

Accounts. In determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by Borrowers warrant, with respect to any Account. Unless otherwise indicated in writing to Lender, each Account at the time it of a Borrower that is shown included on a Borrowing Certificate as an Eligible Account Receivable (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms 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 rendering of services Healthcare Services by such 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 such 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 servicesHealthcare Services, 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 a Borrower), subject to any offset, Lien (lien, deduction, defense, dispute, counterclaim or other than Permitted Liens)adverse condition, is absolutely owing to a Borrower and is not contingent in any respect or for any reason unless such offset, lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising has been fully taken into account in determining the Net Collectible Value of such Account in the Ordinary Course of Business and disclosed to Agent; (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); (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' knowledgeBorrowing Base, (iv) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any way impair the validity or enforceability thereof or collectability materially reduce the amount payable thereunder from the face amount of such Account; the claim or invoice and statements delivered to Lender with respect thereto, except to the extent the same is reflected in the calculation of Net Collectible Value, (iivi) (A) the Account Debtor thereunder had the capacity to enter into a contract when at the time any contract or other document giving rise thereto was executed and (B) such Account aroseDebtor is solvent, is not (vii) 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 Debtors thereunder which might result in any Material Adverse Change in such Account Debtor’s financial condition or the collectability thereof, (viii) has been billed and forwarded to the Account Debtor that could for payment in accordance with applicable Laws and is in substantial compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, if due from a Medicaid/Medicare Account Debtor, is properly payable directly to a Borrower, (ix) each Borrower has obtained and currently has all Permits necessary in the generation thereof except for any failure to obtain a Permit which would not reasonably be expected to have a material adverse effect Material Adverse Effect, and (x) Borrowers have disclosed to Lender on each Borrowing Certificate the amount of all Accounts of Borrowers for which Medicare is the Account Debtor's financial conditionDebtor and for which payment has been denied and subsequently appealed, as reasonably determined by the and Borrowers are properly pursuing all available appeals in good faithrespects of such Accounts.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by a 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 of a Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 rendering of services Services by such 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 such 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 any such Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition condition, is absolutely owing to such Borrower and is not contingent in any respect or for any reason (except as arising Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed 139 validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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' each such Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability 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, is not (vii) to the best of each such Borrower's knowledge, 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 material adverse effect on the thereunder which might result in any Material Adverse Change in such Account Debtor's financial conditioncondition or the collectability thereof, as reasonably determined (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, is properly payable directly to Borrower, (ix) each such Borrower has obtained and currently has all Permits necessary in the Borrowers generation thereof, and (x) each such Borrower has disclosed to Lender on each Borrowing Certificate the amount of all Accounts of such Borrower for which Medicare is the Account Debtor and for which payment has been denied and subsequently appealed pursuant to the procedure described in good faiththe definition of Eligible Receivables hereof, and such Borrower is, except where the failure to do so would not have a Material Adverse Effect, pursuing all available appeals in respect of such Accounts.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by a 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 of a Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 rendering of services Services by such 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 such 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 any such Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition condition, is absolutely owing to such Borrower and is not contingent in any respect or for any reason (except as arising Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to offset or deduction under applicable law), (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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' each such Borrower's knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability 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, is not (vii) to the best of each such Borrower's knowledge, 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 material adverse effect on the thereunder which might result in any Material Adverse Change in such Account Debtor's financial conditioncondition or the collectability thereof, as reasonably determined (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, is properly payable directly to Borrower, (ix) each such Borrower has obtained and currently has all Permits necessary in the Borrowers generation thereof, and (x) each such Borrower has disclosed to Lender on each Borrowing Certificate the amount of all Accounts of such Borrower for which Medicare is the Account Debtor and for which payment has been denied and subsequently appealed pursuant to the procedure described in good faiththe definition of Eligible Receivables hereof, and such Borrower is, except where the failure to do so would not have a Material Adverse Effect, pursuing all available appeals in respect of such Accounts.

Accounts. Borrowers warrant, with With respect to each Account at represented on the time it is shown as an Eligible Account (as defined in Borrower's Consolidated balance sheet the Revolver Loan Agreement) in a Borrowing Base Certificate, Borrower represents that: (a1) it is genuine and enforceable in accordance with its terms and except as reflected on such Consolidated balance sheet such Account is not evidenced by a judgment; , an Instrument or Chattel Paper or secured by a letter of credit (except (a) such judgment as has been assigned, (b) it arises out of a completed, bona fide sale such Instrument or Chattel Paper as has been endorsed and delivery of goods or rendition of services in delivered to the Ordinary Course of Business, Agent and substantially in accordance with any purchase order, contract or other document relating thereto; (c) it is for a sum certain, maturing such letter of credit as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available assigned and delivered to Agent on requestthe Agent) and represents a bona fide completed transaction; (d2) it except as reflected on such Consolidated balance sheet, the amount shown on the Borrower's Books and Records and on any list, invoice or statement furnished to the Agent is owing to the Borrower; (3) the Borrower has good title to the Account free and clear of all liens and encumbrances except for Permitted Encumbrances; (4) the Account has not subject been transferred to any offsetother Person, Lien and, at the time such Account is created, no person except the Borrower or Purchaser has any claim thereto or to the goods or services represented thereby; (5) except as reflected on such Consolidated balance sheet, no partial payment against any Account has been made by anyone other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition as noted on the Borrower's Books and Records; and (6) except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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) such Consolidated balance sheet, to the best of Borrowers' the Borrower's knowledge, no set-off or counter-claim to such Account exists, and no agreement has been made with any person under which any deduction or discount may be claimed. The Borrower shall be deemed not to have made a misrepresentation (either upon execution of this Agreement or at the time such representations may be deemed renewed in accordance with the terms of this Agreement) with respect to this Section 3.7(A) if the representations set forth in the foregoing sentence (i) there are no facts or circumstances that are reasonably likely to impair true for all Eligible Accounts on the enforceability or collectability of such Account; then current Borrowing Base Certificate, and (ii) are untrue for Accounts aggregating not more than $1,000,000.00 at the Account Debtor had the capacity to contract when the Account arose, time such representation is not subject to an Insolvency Proceeding, and has not failed, made 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 faithdeemed renewed.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 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 material offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising (other than in the Ordinary Course ordinary course of Business business), is absolutely owing to Borrower and disclosed is not contingent in any respect or for any reason, (v) there are no facts, events or occurrences which in any material way impair the validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability 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 Debtor is solvent, (vii) has been billed and forwarded to the Account aroseDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, is not subject to an Insolvency Proceeding, requirements and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any regulations governing payment by such Account Debtor that could reasonably be expected with respect to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithsuch Account.

Accounts. Borrowers warrantWith respect to the Accounts of the Obligors: (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 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) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the Control of, the Administrative Agent; (v) 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 due and payable to the applicable Obligor and is not in any way contingent; (vi) to each of the Obligor's knowledge, the account debtor with respect to each Account at has the time it capacity to contract; (vii) 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; (viii) no Account 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 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized asserted with respect to the any material Account, and no Obligor has made any agreement with any account debtor for any deduction from any Account except discounts or allowances granted for deductions made in the Ordinary Course 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 its business; (g) to the best of Borrowers' knowledge, (iix) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any material respect impair the enforceability validity or collectability enforcement of such Account; (ii) any Account or tend to materially reduce the Account Debtor had amount payable thereunder as shown on the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, applicable Obligor's books and has not failed, or suspended or ceased doing businessrecords; and (iiix) there are no proceedings 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 actions threatened limited by applicable law, regulations, administrative guidelines 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 faithcontract.

Accounts. 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 Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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 actually and absolutely owing to the applicable Covered Person and are not in any way contingent; (iv) there are no setoffs, 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) Borrower has no knowledge of any 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 and/or goods sold giving rise to the Account arose, is are not subject to an Insolvency Proceedingany Security Interest except the first priority, 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 be expected with respect to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithAccount.

Accounts. Borrowers warrantThe Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by the Loan Parties with respect thereto. Each Borrower warrants, 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 accordance with its terms 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 Permitted Liensthe Administrative Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agentreflected in the Borrowing Base Certificate; and it is absolutely owing by the Account Debtor, without contingency in any respect except as so reflected; (e) no purchase order, agreement, document or Applicable 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 Administrative Agent hereunder 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 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 ’s financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 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 material offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising (other than in the Ordinary Course ordinary course of Business business), is absolutely owing to Borrower and disclosed is not contingent in any respect or for any reason, (v) there are no facts, events or occurrences which in any material way impair the validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability of such Account; (iiA) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) such Account Debtor is solvent, (vii) to Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor that could under any Account which is reasonably be expected to have a (A) be material and adverse effect on to the business, operations, properties, assets, liabilities or financial condition of such Account Debtor or (B) materially impair the ability and likelihood of such Account Debtor to pay such Eligible Receivables in full, and (viii) has been billed and forwarded to the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by the Borrowers in good faithsuch Account Debtor with respect to such Account.

Accounts. Borrowers warrant, with With respect to each Account at all of the time it is shown as an Eligible Account (as defined in Borrowers' Accounts and to the Revolver Loan Agreement) in a Borrowing Base Certificate, that: best of the Borrowers' knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Administrative Agent); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on the Borrowers' books and records, with respect thereto are actually and absolutely owing to the Borrowers and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by the Borrowers or asserted with respect thereto, and the Borrowers have made no agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by the Borrowers in the ordinary course of their business for prompt payment; (f) there are no facts, events or occurrences known to any of the Borrowers which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of the Borrower's knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 the Borrowers have no facts knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing businesscollectibility thereof; and (iiij) there are no proceedings or 61 68 actions threatened or known to any of the Borrowers which are pending against any Account Debtor that could reasonably be expected to have a which might result in any material adverse effect on the Account Debtor's change in its 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 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 accordance with its terms 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) to Borrowers’ knowledge, it is not subject to any offset, Lien (other than Permitted LiensAgent’s Lien and Liens securing the obligations under the Senior Notes Agreement), 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 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 collectability 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 ’s financial condition, as reasonably determined by the Borrowers in good faith. 9.1.7.

Accounts. Borrowers warrant, with With respect to each Account at all Accounts and to the time it is shown as an Eligible Account (as defined in best of the Revolver Loan Agreement) in a Borrowing Base Certificate, that: Borrower's knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Lender); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any the terms and provisions contained in the invoices and purchase order, contract or other document orders relating thereto; (c) it is for a sum certain, maturing as stated the goods sold (or services rendered) which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the account debtor; (d) it is the amounts shown on the Borrower's books and records, with respect thereto are actually and absolutely owing to the Borrower and are not subject to contingent for any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agentreason; (e) no purchase order, agreement, document payments have been or Applicable Law restricts assignment of shall be made thereon except payments turned over to the Account to Agent (regardless of whether, under Lender by the UCC, the restriction is ineffective)Borrower; (f) there are no extensionset-offs, compromisecounterclaims or disputes known by the Borrower or asserted with respect thereto, settlement, modification, credit, and the Borrower has made no agreement with any account debtor thereof for any deduction or return has been authorized with respect to discount of the Accountsum payable thereunder except regular discounts, except discounts or allowances granted credit adjustments allowed by the Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder and payment; (g) there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (h) all account debtors thereof, to the best of Borrowers' the Borrower's knowledge, have the capacity to contract; (i) there the goods sold or transferred or the services furnished giving rise thereto are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, any liens except the security interest granted to the Lender by this Agreement and Permitted Liens; (j) the Borrower has not failed, no knowledge of any fact or suspended circumstance which would impair the validity or ceased doing businesscollectibility thereof; and (iiik) there are no proceedings or actions known to the Borrower which are threatened or pending against any Account Debtor that could reasonably be expected to have a account debtor which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. Borrowers warrant, with With respect to each any Account at the time it of such Grantor that is shown reported as an "Eligible Account," except as specifically disclosed on the most recent Collateral Report delivered to Lender (i) such Account (as defined represents a bona fide sale of Inventory or rendering of services to the applicable Account Debtor in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms ordinary course of such Grantor's business and is not evidenced by a judgment, Instrument or Chattel Paper; (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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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, (iii) there are no facts setoffs, claims or circumstances that are reasonably likely to impair disputes existing or asserted with respect thereto and such Grantor has made no agreement with the enforceability applicable Account Debtor for any extension of time for the payment thereof, any compromise or collectability settlement for less than the full amount thereof, any release of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failedfrom liability therefor, or suspended any deduction therefrom except a discount or ceased doing businessallowance allowed by such Grantor in the ordinary course of its business for prompt payment and disclosed to Lender; and (iii) to such Grantor's knowledge, there are no proceedings facts, events or actions threatened occurrences that in any way impair the validity or pending against any Account Debtor that enforceability thereof or could reasonably be expected to have a material reduce the amount payable thereunder as shown on such Grantor's books and records and any invoices, statements and Collateral Reports delivered to Lender with respect thereto; (iv) such Grantor has received no notice of proceedings or actions that are threatened or pending against the applicable Account Debtor that might result in any adverse effect on the change in such Account Debtor's financial condition; and (v) such Grantor has no knowledge that the applicable Account Debtor is unable generally to pay its debts as they become due. In addition, with respect to any Account of such Grantor that is reported as reasonably determined by an "Eligible Account," (A) the Borrowers amounts reflected on all records, invoices, statements and Collateral Reports that may be delivered to the Lender with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in good faithany way contingent; (B) no payments have been or shall be made thereon after the Closing Date except payments made in accordance with the requirements of Annex C to the Credit Agreement; and (C) to such Grantor's knowledge, the applicable Account Debtor has the capacity to contract.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms 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 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, 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 services, 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 to Borrower’s knowledge, will not be in the future (by voluntary act or omission by Borrower), subject to any known offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason (it being acknowledged by Lender that Account Debtors may be entitled to return or exchange products in the Ordinary Course of Business and disclosed to Agent; (e) no purchase order, agreement, document or Applicable Law restricts assignment event of the Account expiration of applicable shelf-lives), (v) there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or tend to Agent (regardless reduce the amount payable thereunder from the face amount of whether, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction claim or return has been authorized invoice and statements delivered to 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' knowledgeBorrower’s knowledge(without undertaking any affirmative investigation or making any inquiry), (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (iiA) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) such Account Debtor is solvent, (vii) to the best of Borrower’s knowledge(without undertaking any affirmative investigation or making any inquiry), there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to thereunder which would have a material adverse effect on Material Adverse Change in such Account Debtor’s financial condition or the collectability thereof, (viii) has been billed and forwarded to the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and (ix) Borrower has obtained and currently has all material Permits necessary in the Borrowers in good faithgeneration of its Accounts.

Accounts. Borrowers warrant, with respect Unless otherwise indicated in writing to Lenders or on Schedule 4.13: (i) 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 of Borrower and its Subsidiaries is genuine and enforceable in accordance with its terms all respects what it purports to be and is not evidenced by a judgment; , (bii) it each Account of Borrower and its Subsidiaries 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 iii)each Account of Borrower and its Subsidiaries together with Lenders’s security interest therein, is for a sum certain, maturing as stated not and will not be in the invoice covering such sale future (by voluntary act or rendition of servicesomission by Borrower), 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower or its Subsidiaries and is not contingent in the Ordinary Course of Business and disclosed to Agent; (e) no purchase order, agreement, document any respect or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective); (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' knowledgeany reason, (iiv) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any way impair the validity or enforceability of any Account of Borrower or collectability tend to reduce the amount payable thereunder from the face amount of such Account; the claim or invoice and statements delivered to Lenders with respect thereto, (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iiiv) there are no proceedings or actions which are threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect under any Account of Borrower which might result in any Material Adverse Effect on the Borrower or any other Subsidiaries (vi) each Account Debtor's financial conditionof Borrower has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and, (vii) Borrower has obtained and currently has all permits necessary in the Borrowers in good faithgeneration of each Account of such Person.

Accounts. Borrowers warrant, with 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: Accounts (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Agent); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any purchase order, contract or other document the terms and provisions contained in the invoices relating thereto; (c) it is for a sum certain, maturing as stated the services rendered which 52 58 resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the Account Debtor; (d) it is the amounts shown on each Borrower's, Synthetic Lessee's or the Management Company books and records, with respect thereto are actually and absolutely owing to each Borrower, Synthetic Lessee, or the Management Company and are not contingent for any reason; (e) there are no set-offs, counterclaims or disputes known by any Borrower or asserted with respect thereto, and no Borrower has made any agreement with any Account Debtor thereof for any deduction or discount of the sum payable thereunder except regular discounts allowed by such Borrower in the ordinary course of its business for prompt payment; (f) there are no facts, events or occurrences known to any Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (g) all Account Debtors thereof, to the best of each Borrower's knowledge, have the capacity to contract; (h) the services furnished giving rise thereto are not subject to any offset, Lien (Liens other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business ; and disclosed to Agent; (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); (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 Borrower has any knowledge of any fact or circumstances that are reasonably likely to circumstance which would impair the enforceability validity or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 faithcollectibility thereof.

Accounts. Borrowers warrant, with With respect to each Account at scheduled, listed or referred to in reports submitted by Borrower to Lender pursuant to the time it is shown Loan Documents, except as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, thatdisclosed therein: (ai) it is genuine and enforceable the Account arose from a bona fide transaction completed in accordance with its the 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 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 Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; (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); (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 collectability 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 Borrower's books and records and all invoices and statements which may be delivered to Lender with respect thereto are actually and absolutely owing to Borrower and are not in any way contingent; (iv) there are no set-offs, counterclaims or disputes known to Borrower or asserted against Borrower with respect to the Account and Borrower has not made any agreement with any Account Debtor had for any deduction therefrom except a discount or allowance allowed by Borrower 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 Borrower's books and records and all invoices and statements delivered to Lender with respect thereto; (vi) the Account is assignable; (vii) the Account arose in the ordinary course of Borrower's business; (viii) the Account Debtor with respect to the Account has the capacity to contract when contract; (ix) the services furnished and/or goods sold giving rise to the Account arose, is are not subject to an Insolvency Proceedingany Security Interest except the first priority, perfected Security Interest granted to Lender 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 be expected with respect to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithAccount.

Accounts. Borrowers warrant, with With respect to each Account at of a Borrower that is included by Borrowers in their calculation of the time Borrowing Base and for so long as it is shown as an Eligible so included, such Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what it purports to be and is not evidenced by a judgment; (b) it arises out of a completed, bona fide completed sale and delivery of goods or rendition of services by Borrowers 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; (c) it is for a sum certaincertain maturing, maturing as stated in the duplicate invoice covering such sale or rendition of servicessale, a copy of which has been furnished or is available to Agent on Lender upon request; (d) it such Account is absolutely owing to such Borrower and is not contingent in any respect or for any reason, and the Account is not subject to any offset, Lien (other than Permitted Liens)Lien, deduction, defense, dispute, counterclaim or any other adverse condition, except for disputes resulting in returned goods where the amount in controversy is deemed by Lender to be immaterial; the contract under which such Account arose does not condition except as arising in or restrict such Borrower's right to assign to Lender the Ordinary Course of Business and disclosed right to Agentpayment thereunder; (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Borrower has made any agreement with any Account to Agent (regardless of whether, under the UCC, the restriction is ineffective); (f) no Debtor thereunder for any extension, compromise, settlementsettlement or modification of any such Account or any deduction therefrom, modificationother than deductions, credit, deduction or return has been authorized with respect to the Account, except discounts or and allowances that are granted in the Ordinary Course of Business for prompt payment that and are reflected on in the face calculation of the net amount of each respective invoice related thereto and reflected in the reports Schedule of Accounts submitted to Agent hereunder and (g) Lender pursuant to this Agreement; to the best of Borrowers' knowledge, (i) such Account Debtor is Solvent; and there are no facts facts, events or circumstances occurrences that are reasonably likely to impair the validity or enforceability of any such Accounts or collectability reduce the amount payable thereunder from the face amount of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 faithinvoice with respect thereto.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made by 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 (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: of Borrower (a) it is genuine and enforceable in accordance with its terms all respects what is 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 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, (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 servicesServices, a copy of which has been furnished or is available to Agent on request; Agent, (d) it together with Agent's security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason (except as arising in the Ordinary Course of Business and disclosed Accounts owed or owing by Medicaid/Medicare Account Debtors that may be subject to Agent; offset or deduction under applicable law), (e) 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 whetherwith respect thereto, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Accountbest of Borrower's knowledge, except discounts (i) the Account Debtor thereunder had the capacity to contract at the time any contract or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related other document giving rise thereto was executed and in the reports submitted to Agent hereunder and (ii) such Account Debtor is solvent, (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 collectability thereof, as reasonably determined (h) has been billed and forwarded to the Account Debtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and, if due from a Medicaid/Medicare Account Debtor, is properly payable directly to Borrower, (i) Borrower has obtained and currently has all Permits necessary in the Borrowers generation thereof, and (j) Borrower has disclosed to Agent 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 good faith.the definition of Eligible Receivables hereof, and Borrower is pursuing all available appeals in respect of such Accounts

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by Borrower with respect to any Account. Unless otherwise indicated in writing to Lender, each Account at the time it of Borrower that is shown included on a Borrowing Certificate as an Eligible Account Receivable (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what it purports to be and is not evidenced by a judgment; , (b) it arises out of a completedii), 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, liquidated amount maturing as stated in the a claim or invoice covering such sale of goods or rendition rendering of servicesHealthcare Services, a copy of which has been furnished or is available to Agent Lender, (iii) if included on request; (d) it a Borrowing Certificate, is an Eligible Receivable and, together with Lender’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (lien, deduction, defense, dispute, counterclaim or other than Permitted Liens)adverse condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason, unless such offset, lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising has been fully taken into account in determining the net collectible value of such Account in the Ordinary Course of Business and disclosed to Agent; (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); (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' knowledgeBorrowing Base, (iiv) there are no facts facts, events or circumstances that are reasonably likely to occurrences which in any way impair the validity or enforceability thereof or collectability materially reduce the amount payable thereunder from the face amount of such Account; the claim or invoice and statements delivered to Lender with respect thereto, (iiv) (A) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) such Account Debtor is solvent, (vi) there are no proceedings or actions which are threatened or pending against any Account Debtors thereunder which might result in any Material Adverse Change in such Account Debtor’s financial condition or the collectability thereof, (vii) has been billed and forwarded to the Account Debtor that could for payment in accordance with applicable laws and is in substantial compliance and conformance with any requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account, and (vii) Borrower has obtained and currently has all Permits necessary in the generation thereof except for any failure to obtain a Permit which would not reasonably be expected to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faithMaterial Adverse Effect.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Lender may rely on all statements and representations made by 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 of Borrower (as defined in the Revolver Loan Agreementi) in a Borrowing Base Certificate, that: (a) it is genuine and enforceable in accordance with its terms all respects what is 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 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, 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 services, 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 Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason, (v) there are no facts, events or occurrences which in any way impair the Ordinary Course of Business and disclosed validity or enforceability thereof or tend to Agent; (e) no purchase order, agreement, 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 whether, under the UCC, the restriction is ineffective); (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 collectability of such Account; (iiA) the Account Debtor thereunder had the capacity to contract when at the Account arose, is not subject to an Insolvency Proceeding, and has not failed, time any contract or suspended or ceased doing business; other document giving rise thereto was executed and (iiiB) such Account Debtor is solvent, (vii) 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 thereunder which might result in any Material Adverse Change in such Account Debtor’s financial condition or the collectibility thereof, (viii) has been billed and forwarded to have a material adverse effect on the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and (ix) Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration of its Accounts.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables, Agent may rely on all statements and representations made by Borrower in writing with respect to any Account. Unless otherwise indicated in writing to Agent, 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: of Borrower (a) it is genuine and enforceable in accordance with its terms 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 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, 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, (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 together with Agent's security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in the Ordinary Course of Business and disclosed to Agent; any respect 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 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 whetherwith respect thereto, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Accountextent it would have a Material Adverse Effect, except discounts (i) the Account Debtor thereunder had the capacity to contract at the time any contract or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related other document giving rise thereto was executed and in the reports submitted to Agent hereunder and (ii) such Account Debtor is solvent, (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 collectability thereof, as reasonably determined (h) 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 (i) Borrower has obtained and currently has all Permits necessary in the Borrowers in good faithgeneration thereof.

Accounts. Borrowers warrantIn determining which Accounts are Eligible Receivables or Eligible Unbilled Receivables, Agent may rely on all statements and representations made by Borrower with respect to any Account in each Account at the time it is shown Borrowing Certificate. Unless otherwise indicated in writing to Agent including by designating certain Accounts as an Eligible Account (as defined in the Revolver Loan Agreement) ineligible in a Borrowing Base Certificate, that: each Account of Borrower (a) it is genuine and enforceable in accordance with its terms 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 rendering of services by Borrower in the Ordinary Course of Business, Business and substantially in accordance with any the terms and conditions of all purchase orderorders, contracts 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 other than the Agent’s security interest therein, is not and will not be in the future (by voluntary act or omission by Borrower), subject to any offset, Lien (other than Permitted Liens)lien, deduction, defense, dispute, counterclaim or other adverse condition except as arising condition, is absolutely owing to Borrower and is not contingent in any respect or for any reason (other than pursuant to Permitted Liens that have a lower priority than the Ordinary Course Liens of Business and disclosed to Agent; ), (e) 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 Credit Agreement CapitalSource — Global Employment invoice and statements delivered to Agent (regardless of whetherwith respect thereto, under the UCC, the restriction is ineffective); (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Accountbest of Borrower’s knowledge, except discounts (i) the Account Debtor thereunder had the capacity to contract at the time any contract or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related other document giving rise thereto was executed and in the reports submitted to Agent hereunder and (ii) such Account Debtor is Solvent, (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 collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not 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 change in such Account Debtor’s financial condition or the collectibility thereof, (h) has been billed and the invoice therefore forwarded to the Account Debtor's financial conditionDebtor for payment in accordance with applicable laws and is in compliance and conformance with any requisite procedures, as reasonably determined requirements and regulations governing payment by such Account Debtor with respect to such Account, and (i) Borrower has obtained and currently has all Permits necessary to the Borrowers in good faithgeneration and collection thereof.

Accounts. Borrowers warrant, with With respect to all Accounts and to the best of 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: Borrower's knowledge (a) it is genuine they are genuine, and enforceable in accordance with its terms all respects what they purport to be, and is are not evidenced by a judgment, an instrument, or chattel paper (unless such judgment has been assigned and such instrument or chattel paper has been endorsed and delivered to the Lender); (b) it arises out of a completedthey represent undisputed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially transactions completed in accordance with any the terms and provisions contained in the invoices and purchase order, contract or other document orders relating thereto; (c) it is for a sum certain, maturing as stated the goods sold (or services rendered) which resulted in the invoice covering such sale creation of the Accounts have been delivered or rendition of services, a copy of which has been furnished or is available rendered to Agent on requestand accepted by the account debtor; (d) it is the amounts shown on each Borrower's books and records, with respect thereto are actually and absolutely owing to each Borrower and are not subject to contingent for any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agentreason; (e) no purchase order, agreement, document payments have been or Applicable Law restricts assignment of shall be made thereon except payments turned over to the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective)Lender by either Borrower; (f) there are no extensionset-offs, compromisecounterclaims or disputes known by either Borrower or asserted with respect thereto, settlement, modification, credit, and neither Borrower has made any agreement with any account debtor thereof for any deduction or return has been authorized with respect to discount of the Account, sum payable thereunder except regular discounts or allowances granted allowed by each Borrower in the Ordinary Course ordinary course of Business its business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder and payment; (g) there are no facts, events or occurrences known to either Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (h) all account debtors thereof, to the best of Borrowers' each Borrower's knowledge, have the capacity to contract; (i) there the goods sold or transferred or the services furnished giving rise thereto are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, any liens except the security interest granted to the Lender by this Agreement; (j) the Borrowers have no knowledge of any fact or suspended circumstance which would impair the validity or ceased doing businesscollectibility thereof; and (iiik) there are no proceedings or actions known to either Borrower which are threatened or pending against any Account Debtor that could reasonably be expected to have a account debtor which might result in any material adverse effect on the Account Debtor's change in its financial condition, as reasonably determined by the Borrowers in good faith.