Borrowing Base Collateral Clause Samples

Borrowing Base Collateral. (a) As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the Ordinary Course of Business of the applicable Borrower, (ii) owed to the applicable Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Account. (b) As to each item of Inventory that is identified by the applicable Borrowers as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, (b) not excluded as ineligible by virtue of one or more of

Borrowing Base Collateral. As to each Account that is identified by Borrowers as an Eligible Account or Eligible Unbilled Account, as applicable, in a Borrowing Base Certificate submitted to Agent, as of the date of such Borrowing Base Certificate, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or goods by such Borrower or the performance of services by such Borrower, (ii) owed to the applicable Borrower without any known defenses, disputes, offsets, or the rendition of services to such Account Debtor in the Ordinary Course of Business of the applicable counterclaims, or rights of return or cancellation, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Account, Eligible Unbilled Account (Without Invoice) or Eligible Unbilled Account (With Invoice), as applicable.

Borrowing Base Collateral. (a) As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is, as of the date of such Borrowing Base Certificate (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the Ordinary Course of Business of the applicable Borrower, (ii) owed to the applicable Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation (except as identified on the applicable Borrowing Base Certificate in compliance with the definition of Eligible Account), and (iii) not excluded in full as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Account. (b) As to each item of Inventory that is identified by the applicable Borrowers as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is, as of the date of such Borrowing Base Certificate (a) of good and merchantable quality, free from known defects, (b) not excluded as ineligible by virtue of one or more of the excluding criteria (set forth in the definition of Eligible Inventory), and (c) otherwise constitutes Eligible Inventory under such definition.

Borrowing Base Collateral. 47 ARTICLE 4

Borrowing Base Collateral. Collateral of the type that is intended to be included in the calculation of the Borrowing Base, notwithstanding the specific eligibility thereof for such inclusion.

Borrowing Base Collateral. Nothing contained in this Section shall permit the Borrower to incur any Indebtedness or grant any Liens not otherwise permitted pursuant to the Loan Documents. Unless a Potential Default or an Event of Default has occurred and is continuing, the Secured Parties agree that, notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, the Borrower shall not be required to deliver possession of Mortgage Loans in the Non-Borrowing Base Collateral to the Warehouse Collateral Agent.

Borrowing Base Collateral. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the Ordinary Course of Business of the applicable Credit Party, (ii) owed to the applicable Credit Party without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Account. MidCap / ATEC / Credit, Security and Guaranty Agreement As to each item of Inventory that is identified by the applicable Borrowers as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, (b) not excluded as ineligible by virtue of one or more of the excluding criteria (set forth in the definition of Eligible Inventory), and (c) otherwise constitutes Eligible Inventory under such definition. Each Credit Party agrees that:

Borrowing Base Collateral. (a) As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the Ordinary Course of Business of the applicable Borrower, (ii) owed to the applicable Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Account. (b) As to each item of Inventory that is identified by the applicable Borrowers as Eligible Inventory, Eligible Non-Prime Inventory, Eligible Raw Materials Inventory, Eligible Work-in-Process, Eligible Domestic In-Transit Inventory or Eligible Foreign In-Transit Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, (b) not excluded as ineligible by virtue of one or more of the excluding criteria (set forth in the definition of Eligible Inventory, Eligible Non-Prime Inventory, Eligible Raw Materials Inventory, Eligible Work-in-Process, Eligible Domestic In-Transit Inventory or Eligible Foreign In-Transit Inventory), and (c) otherwise constitutes Eligible Inventory, Eligible Non-Prime Inventory, Eligible Raw Materials Inventory, Eligible Work-in-Process, Eligible Domestic In-Transit Inventory or Eligible Foreign In-Transit Inventory under such definition.

Borrowing Base Collateral. Borrower shall promptly notify Administrative Agent in writing in the event that at any time any Specified Officer of Parent or Borrower receives or otherwise gains knowledge that any Asset Sale or material loss, casualty event or condemnation event or other event or circumstance constituting a Material Adverse Change shall have occurred, in each case, with respect to the Borrowing Base Collateral.