Representations and Warranties with Respect to Accounts. With respect to each Account: (a) your principal place of business and your books and records relating to the Accounts are located at the address set forth at the end of this Agreement; (b) you are the sole owner of each Account and have the right to grant to us a lien on and security interest in the Accounts, and the Accounts are free and clear of all liens and encumbrances (including liens and encumbrances subordinate to our lien and security interest), except for those created by this Agreement or permitted by us in writing, and you will not assign, sell, transfer, pledge, grant a security interest in or encumber or otherwise dispose of or abandon any part or all of the Accounts; (c) you have made proper entries in your books disclosing the grant of a security interest in Accounts to us; (d) each of your Account Debtors has legal capacity to contract and is indebted to you in the amount indicated in your books and records; (e) each Account is valid, legally enforceable, and represents a bona fide undisputed indebtedness; (f) no Account is subject to any valid defense, offset, counterclaim or allowance or is contingent; (g) each Account Debtor is solvent, and each Account will be paid in full on or before its due date; (h) no agreement for any deduction or allowance of any kind exists or will be made by you; (i) all information appearing in your books and records relating to each Account is true and correct in all respects; and (j) all signatures and endorsements appearing on the invoices and documents relating to the Accounts are genuine, and all signatories and endorsers have full capacity and authority and were fully authorized to contract for the purchase or lease of the goods and/or services giving rise to the Accounts.
Representations and Warranties with Respect to Accounts. With respect to Accounts, except as otherwise disclosed by Borrower to Bank in writing, and except as would, individually or in the aggregate, have a Material Adverse Effect, Borrower warrants and represents to Bank that so long as this Agreement shall remain in effect and any Liabilities remain outstanding: (a) they are genuine, in all respects what they purport to be and are not evidenced by a judgment or a negotiable instrument; (b) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents delivered to Bank with respect thereto subject, however, to customary returns and disputed items arising in the ordinary course of business; (c) the amounts thereof, and/or all invoices and statements delivered to Bank with respect thereto, are actually and absolutely owing to Borrower and are not contingent for any reason; (d) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Obligor thereof for any deduction therefrom except a regular discount allowed by Borrower in the ordinary course of its business for prompt payment; (e) there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount thereof which may be shown on any invoices and statements delivered to Bank with respect thereto; (f) to Borrower's knowledge, all Obligors have the capacity to contract and are solvent; (g) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of Bank; (h) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (i) to the best of Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Obligor which might result in any material adverse change in its financial condition.
