Common use of Status of Accounts Receivable and Other Collateral Clause in Contracts

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor at the time the Collateral becomes subject to the Agent’s Lien, each Obligor covenants, represents and warrants: (a) such Obligor shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall promptly notify the Agents if any Account Receivable in excess of $100,000 arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the sole ownerCollateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (b) such Loan Party will, free and clear of all Liens (except for promptly upon learning thereof, report to the Liens granted in the favor Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral in excess of $500,000; (c) if any amount payable under or in connection with any Account Receivable in excess of $500,000 is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents and Permitted Liens), and the Lenders as additional Collateral; (d) such Loan Party shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (be) each Eligible Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (ef) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Eligible Account Receivable is created; (fg) all agreements, instruments and other documents relating to such Loan Party shall not re-date any Account Receivable shall be true and correct invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contractthe industry; (h) such Obligor Loan Party shall maintain books conduct a physical count of its Inventory at such intervals as any Agent may request and records pertaining to said Collateral such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such detail, form Inventory and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agent if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such contract shall be assigned to the Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as the Agent may reasonably request and such Loan Party shall promptly supply the Agent with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable with an invoice amount in excess of $100,000 shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (h) such Loan Party shall promptly notify the Collateral Agent if any Account Receivable with an invoice amount in excess of $100,000 arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Collateral Agent in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Obligor Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the CollateralCollateral with a value in excess of $100,000; (j) if any amount payable under or in connection with any Account Receivable with an invoice amount in excess of $100,000 is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents and the Lenders as additional Collateral; and (k) such Obligor Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent reasonably may request (but, absent an Event of Default, not more than 2 times in any 12 month period during the term of this Agreement) and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (1) such Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Borrower or any Corporate Guarantor at the time the Collateral becomes subject to the Agent’s Lien's security interests, each Obligor Borrower or Corporate Guarantor covenants, represents and warrants: : (a) such Obligor Borrower or Corporate Guarantor shall be the sole owner, free and clear of all Liens (Liens, except for the Liens granted in the favor of the Agent for the benefit of the Holders Lenders or otherwise permitted hereunder, of and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; ; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold by such Borrower or Corporate Guarantor, or work, labor and/or services theretofore rendered by such Obligor; Borrower or Corporate Guarantor; (c) no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the AgentBorrower's or Corporate Guarantor's business, and each Account of such Accounts Receivable will be paid when due; ; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; ; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Borrower or Corporate Guarantor at or before the time such Account Accounts Receivable is created; ; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be true and correct and in all material respects what they purport to be; ; (g) all signatures and endorsements that appear on all material agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; ; (h) such Obligor Borrower and Corporate Guarantor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; ; (i) such Obligor Borrower and Corporate Guarantor will immediately notify the Agent if any of their accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such contract shall be assigned to the Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) such Borrower and Guarantor will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; ; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, as such term is defined in the UCC, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and ; (kl) such Obligor Borrower and Corporate Guarantor shall not redate any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Borrower and Corporate Guarantor shall conduct a physical count of its Inventory at such intervals as the Agent may request and such Borrower and Corporate Guarantor shall promptly supply the Agent with a copy of such count accompanied by a report of the value (based on the lower of cost or market value) of such Inventory, provided that prior to the occurrence of an Event of Default or Potential Default such Borrower or Corporate Guarantor shall not be required to conduct a physical count of its Inventory more frequently than twice each fiscal year; and (n) such Borrower and Corporate Guarantor is not and shall not be entitled to pledge the Agent’s 's or any Holder’s the Lenders' credit on any purchases for or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the best knowledge of any Loan Party, each Account Receivable shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (ed) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (fe) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (hf) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (ig) such Obligor Loan Party shall immediately notify the Agent if any Account Receivable with an invoice amount in excess of $25,000 arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such contract shall be assigned to the Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (h) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the CollateralCollateral with a value in excess of $50,000; (ji) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Agent and the Lenders as additional Collateral; (j) such Loan Party shall conduct a physical count of its Inventory at such intervals as the Agent reasonably may request and such Loan Party shall promptly supply the Agent with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (k) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s Lender's Lien, each Obligor Loan Party covenants, represents and warrants: (a) the Loan Party that owns such Obligor Collateral shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens)Lender or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Borrower or any Loan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s the Loan Parties' business and as otherwise disclosed to the AgentLender, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrower or any Loan Party at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and other Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the AgentAgents, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens)Lenders or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by the such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the AgentAgents, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.is

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the best knowledge of any Loan Party, each Account Receivable with an invoice amount in excess of $250,000 shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their termsterms (subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditor's rights generally); (ed) except as set forth on Schedule 8.02(o), no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (fe) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (hf) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (ig) such Obligor Loan Party shall promptly notify the Collateral Agent if any Account Receivable with an invoice amount in excess of $250,000 arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Collateral Agent in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (h) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the CollateralCollateral with a value in excess of $250,000; (ji) if any amount payable under or in connection with any Account Receivable with an invoice amount in excess of $250,000 is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents, the L/C Issuer and the Lenders as additional Collateral; (j) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent reasonably may request (but, absent an Event of Default, not more than 2 times in any 12 month period during the term of this Agreement) and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (k) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthereto; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor at At the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor the Issuer covenants, represents and warrants: (a) such Obligor the Issuer shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Agents and the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Issuer; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligorthe Issuer’s business and as otherwise disclosed to the AgentAgents, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Issuer at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor the Issuer shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Required Holders shall reasonably require; (i) the Issuer shall immediately notify the Agents and the Holders if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents or the Required Holders in order that all monies due or to become due under any such Obligor contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) the Issuer will, immediately upon learning thereof, report to the Agent Agents and the Holders any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Agents and the Holders as additional Collateral; and (kl) the Issuer shall conduct a physical count of its Inventory at such Obligor is not and shall not be entitled to pledge intervals as any Agent, at the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any written direction of the Accounts Receivable Required Holders or the Required Holders may request and the Issuer shall promptly supply the Agents with a copy of such count accompanied by a report of the value (2) based on the lower of cost (on a first in the case of clauses (hfirst out basis) and (i), as would not materially affect the market value, enforceability or collectibility ) of any of the Collateralsuch Inventory.

Status of Accounts Receivable and Other Collateral. With respect to Collateral Accounts Receivable of any Obligor at the time the Collateral becomes subject Borrowers, other than (solely to the extent that the Credit Card Agreements are in full force and effect and are being complied with by all parties thereto in all material respects other than the Administrative Agent’s Lien) credit card receivables, each Obligor covenantsand so long as the aggregate amount of such Accounts Receivable (other than credit card receivables) exceeds $200,000 in the aggregate, represents the Borrowers, jointly and warrants: severally, covenant, represent and warrant as follows: (a) such Obligor Borrowers shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders and Permitted Liens)Lenders or as otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateralsuch Account Receivable [subject to any Permitted Lien securing the Drawbridge Debt]; (b) each Account substantially all of such Accounts Receivable shall be a good and valid account Accounts Receivable representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Borrowers; (c) no Account substantially all of such Accounts Receivable shall not be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s the Borrowers' business and as otherwise disclosed to the Administrative Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account substantially all of such Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrowers at or before the time such Account Accounts Receivable is are created; (f) all agreements, instruments and other documents relating to any such Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents of the Borrowers and their Subsidiaries relating to any Account such Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Lenders as additional Collateral; and (k) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With -------------------------------------------------- respect to Collateral of any Obligor the Borrowers and the Guarantors at the time the Collateral becomes subject to the Collateral Agent’s Lien's security interests, each Obligor covenantsthe Borrowers and the Guarantors covenant, represents represent and warrantswarrant: (a) the Borrower or such Obligor Guarantor shall be the sole ownerowner of the Collateral owned by it, free and clear of all Liens (except for the Liens granted Lien of the Factor, the Lien in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the knowledge of the Borrowers and the Guarantors, at the time created, each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by a Borrower or Guarantor or work, labor and/or services theretofore rendered by such Obligora Borrower or Guarantor; (c) to the best knowledge of the Borrowers and the Guarantors and except as otherwise disclosed to the Factor and the Collateral Agent, no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in the Borrowers' or the Guarantors' business, and, each of such Obligor’s business and as otherwise disclosed to the Agent, and each Account Accounts Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall violate any applicable material state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) except as disclosed to the Factor and the Collateral Agent, no agreement under which any deduction or offset of any kind, other than normal trade discountsdiscounts and allowances, may be granted or shall have been made by such Obligor the Borrowers or the Guarantors at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be true and correct in all material respects and in all material respects what they purport to be; (g) to the best knowledge of the Borrowers and the Guarantors, all signatures and endorsements that appear on all material agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (ic) such Obligor Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jd) if any amount payable in excess of $10,000 under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (e) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may reasonably request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kf) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor the Borrowers and the Guarantors at the time the Collateral becomes subject to the Agent’s Lien's security interests, each Obligor Borrower covenants, represents and warrants: : (a) such Obligor Borrower or Guarantor shall be the sole ownerowner of the Collateral owned by it, free and clear of all Liens (except for the Liens granted Lien in the favor of the Agent for the benefit of the Holders and Permitted Liens)Lenders or except as otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by such Borrower or Guarantor or work, labor and/or services theretofore rendered by such ObligorBorrower or Guarantor; (c) no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed Borrower's or Guarantor business, and, to the Agentbest knowledge of the Borrowers, and each of such Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Borrower at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor the Borrowers at the time the Collateral becomes subject to the Agent’s Lien's security interests, each Obligor covenantsthe Borrowers covenant, represents represent and warrantswarrant: (a) such Obligor the Borrowers shall be the sole ownerowners, free and clear of all Liens (Liens, except for the Liens granted in the favor of the Agent for the benefit of the Holders Lenders or otherwise permitted hereunder, of and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligora Borrower; (c) no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or otherwise disclosed in writing to the Agent and not included in the Borrowing Base and such discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the AgentBorrowers' business, and each Account of such Accounts Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall shall, to the best of the Borrowers' knowledge, violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor any Borrower at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating created by or on behalf of any Borrower with respect to any Account Accounts Receivable shall be what they purport to be and all information therein shall be true and correct correct, and in all material respects documents created by or on behalf of any Person other than a Borrower with respect to any Accounts Receivable shall be, to the best of the Borrowers' knowledge, what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.information therein shall,

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized under applicable law to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable identified by Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthereto; (c) no Eligible Account Receivable identified by Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such ObligorLoan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable identified by Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such any Account Receivable identified by Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent is created; (f) all agreements, instruments and other documents relating to any Account Receivable identified by Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable identified by Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) except to the extent such Account Receivable is excluded from the Borrowing Base, each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by the such ObligorLoan Party; (c) except to the extent such Account Receivable is excluded from the Borrowing Base, no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the AgentAgents, and each Account Receivable will be paid within 60 days of the date when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as the Collateral Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s Agents' or any Holder’s the Lenders' credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Agents and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorintentionally omitted; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueintentionally omitted; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their termsintentionally omitted; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is createdintentionally omitted; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to beintentionally omitted; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contractintentionally omitted; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) intentionally omitted; (j) such Obligor Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any material item or portion of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if intentionally omitted; (l) such Loan Party shall not re-date any amount payable under invoice or sale or make sales on extended dating beyond that which is customary in connection the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may reasonably request and such Loan Party shall promptly supply the Agents with any Account Receivable is evidenced a copy of such count accompanied by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit report of the Holders as additional Collateralvalue (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Designated Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Designated Loan Party covenants, represents and warrants: (a) such Obligor Designated Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Eligible Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorDesignated Loan Party; (c) no Eligible Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Designated Loan Party's business and as otherwise disclosed to the AgentAgents, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulationsregulations (including, without limitation, any Motor Vehicle Laws), and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Designated Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Designated Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Designated Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Designated Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Designated Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; and (km) such Obligor Designated Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Agents and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor[intentionally omitted]; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due[intentionally omitted]; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms[intentionally omitted]; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created[intentionally omitted]; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be[intentionally omitted]; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract[intentionally omitted]; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents and the Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the best knowledge of any Loan Party, each Account Receivable with an invoice amount in excess of $250,000 shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (ed) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (fe) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (hf) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (ig) such Obligor Loan Party shall promptly notify the Collateral Agent if any Account Receivable with an invoice amount in excess of $250,000 arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Collateral Agent in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (h) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the CollateralCollateral with a value in excess of $250,000; (ji) if any amount payable under or in connection with any Account Receivable with an invoice amount in excess of $250,000 is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents, the L/C Issuer and the Lenders as additional Collateral; (j) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent reasonably may request (but, absent an Event of Default, (x) prior to the date that the Borrowers satisfy the condition subsequent set forth in Section 5.03(j), not more than 1 time in any fiscal quarter of the Parent and its Subsidiaries and (y) thereafter, not more than 2 times in any 12 month period during the term of this Agreement) and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (k) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Administrative Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Administrative Agent for the benefit of the Holders Lender and Permitted LiensEncumbrances), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Administrative Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Administrative Agent shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Administrative Agent if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Administrative Agent in order that all monies due or to become due under any such contract shall be assigned to the Administrative Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Administrative Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Administrative Agent for the benefit of the Holders Lender as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as the Administrative Agent may request and such Loan Party shall promptly supply the Administrative Agent with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the Administrative Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Borrower at the time the Collateral becomes subject to the Agent’s 's Lien, each Obligor Borrower covenants, represents and warrants: (a) such Obligor Borrower shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of to the Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said CollateralCollateral (subject to Permitted Priority Liens); (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorBorrower; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Borrower's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate in any material respect any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Borrower at or before the time such Account Receivable is createdcreated (other than those agreements delivered to the Agent at or before the time such Account Receivable is included in the Borrowing Base); (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Borrower shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably requirerequire consistent with Section 7.01(e); (i) such Obligor Borrower shall immediately notify the Agent if any accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such contract shall be assigned to the Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act, provided -------- that, prior to a Default or an Event of Default, this clause (i) shall apply only to accounts included or to be included in the Borrowing Base; (j) such Borrower will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Lenders as additional Collateral, provided that, prior to a Default or an Event -------- of Default, this clause (k) shall apply only to Accounts Receivable included or to be included in the Borrowing Base; (l) such Borrower shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Borrower shall conduct a physical count of its Inventory at such intervals as the Agent may request and such Borrower shall promptly supply the Agent with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Borrower is not and shall not be entitled to pledge represent to any Person that the Agent’s Agent or the Lenders may be obligated to such Person in connection with any Holder’s credit on purchase or in any purchases or for any purpose way whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such ObligorLoan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) to such contracting Loan Party’s knowledge, all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any loss or destruction of, or substantial damage to, any of the Collateral worth more than $75,000, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrumentinstrument in excess of $25,000, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents and the Lenders as additional Collateral; (l) such Loan Party shall conduct a physical count of its Inventory in connection with the delivery of each Borrowing Base Certificate until the implementation of a perpetual inventory system acceptable to the Collateral Agent, and at such intervals as any Agent may reasonably request (but after the implementation of the perpetual inventory systems not more than four times a year unless a Default or Event of Default has occurred and is continuing) and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; (m) such Loan Party shall not re-date any invoice or make sales on extended dating, in each case, beyond that which is customary in the ordinary course of its business and in the industry; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Company at the time the such Collateral becomes subject to the a Collateral Agent’s Liensecurity interests, each Obligor such Company covenants, represents and warrants: (a) such Obligor the Company shall be the sole owner, free and clear of all Liens (except for the Liens granted Lien in the favor of the such Collateral Agent for the benefit of the Holders and Permitted Liens)Lenders or except as otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the knowledge of the Borrower, at the time created, each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by the Borrower or work, labor and/or services theretofore rendered by such Obligorthe Borrower; (c) to the best knowledge of the Borrower and except as otherwise disclosed to the Agent, no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in the Borrower’s business, and, each of such Obligor’s business and as otherwise disclosed to the Agent, and each Account Accounts Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) except as disclosed to the Agent, no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrower at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be true and correct and in all material respects what they purport to be; (g) to the best knowledge of the Borrower, all signatures and endorsements that appear on all material agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor the Companies shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) the Borrower will immediately notify the Agent if any of its accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps reasonably required by the Agent in order that all monies due or to become due under any such Obligor contract shall be assigned to the WC Collateral Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) the Companies will, immediately upon within three Business Days of learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, as such term is defined in the Uniform Commercial Code, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the WC Collateral Agent for as additional Collateral within three Business Days; (l) the benefit Borrower shall not redate any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the relevant industry; (m) the Borrower shall conduct a physical count of its Inventory at such intervals as the Agent may reasonably request and the Borrower shall promptly supply the Agent with a copy of such count accompanied by a report of the Holders as additional Collateralvalue (based on market value) of such Inventory; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.and

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthereto; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such ObligorLoan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (gc) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (hd) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (ie) such Obligor Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters adversely affecting the value, enforceability or collectibility of any of the Collateral; (jf) if such Loan Party shall not re-date any amount payable under invoice or sale or make sales on extended dating beyond that which is customary in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned the ordinary course of its business and delivered to in the Agent for the benefit of the Holders as additional Collateralindustry; and (kg) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of the Parent or any Obligor Subsidiary at the time the Collateral becomes subject to the AgentLender’s Lien, each Obligor Borrower covenants, represents and warrants: (a) such Obligor the Borrower shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens)Lender or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Borrower or any Subsidiary; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligorthe Borrower’s business and as otherwise disclosed to the AgentLender, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrower or any Subsidiary at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects and what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor the Borrower at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor the Borrower covenants, represents and warrants: (a) such Obligor the Borrower shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Agents and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or or grant a security interest in each and every item of said Collateral; (b) each Account Receivable Payment Intangible identified by Borrower in a Borrowing Base report submitted to either Agent shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor Portfolio Company therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable Payment Intangible identified by Borrower in a Borrowing Base report submitted to either Agent shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueallowance; (d) none of the transactions underlying or giving rise to any Account Receivable Payment Intangible identified by Borrower in a Borrowing Base report submitted to either Agent shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, kind may be granted or shall have been made by such Obligor the Borrower at or before the time such Account Receivable any Payment Intangible identified by Borrower in a Borrowing Base report submitted to either Agent is created; (f) all agreements, instruments and other documents relating to any Account Receivable Payment Intangible identified by Borrower in a Borrowing Base report submitted to either Agent shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable Payment Intangible identified by Borrower in a Borrowing Base report submitted to either Agent shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor the Borrower shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor [intentionally omitted]; (j) the Borrower will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Intercompany Loan Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Intercompany Loan Collateral; (jk) if any amount payable under or in connection with any Account Receivable Payment Intangible is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents and the Lenders as additional Collateral; (l) [intentionally omitted]; (m) [intentionally omitted]; and (kn) such Obligor the Borrower is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to the Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold -108- or services rendered by such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the AgentAgents, and each Account Receivable will shall be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor willLoan Party shall immediately notify the Agents if any Account Receivable in excess of $2,000,000 arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party shall, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the CollateralCollateral in excess of $200,000; (jk) if any amount payable under or in connection with any Account Receivable in excess of $200,000 is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents and the Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first-in first-out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor the Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens)or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Loan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligorthe Loan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Loan Party at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects and what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor the Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) the Borrower shall immediately notify the Agent if any accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such Obligor contract shall be assigned to the Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) the Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; (l) the Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; and (km) such Obligor the Loan Party is not and shall not be entitled to pledge the Agent’s Agent or any Holderthe Lender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral Accounts Receivable of the Borrower or any Obligor at the time the Collateral becomes subject other Loan Party, other than (solely to the extent that the Credit Card Agreements are in full force and effect and are being complied with by all parties thereto in all material respects other than the Administrative Agent’s Lien) credit card receivables, each Obligor and so long as the aggregate amount of such Accounts Receivable (other than credit card receivables) exceeds $200,000 in the aggregate, the Borrower covenants, represents and warrants: warrants as follows: (a) such Obligor the Loan Parties shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders and Permitted Liens)Lenders or as otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateralsuch Account Receivable; (b) each Account substantially all of such Accounts Receivable shall be a good and valid account Accounts Receivable representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Borrower or any other Loan Party; (c) no Account substantially all of such Accounts Receivable shall not be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s the Borrower's business and as otherwise disclosed to the Administrative Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account substantially all of such Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrower or any other Loan Party at or before the time such Account Accounts Receivable is are created; (f) all agreements, instruments and other documents relating to any such Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents of the Borrower and its Subsidiaries relating to any Account such Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthereto; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such ObligorLoan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their termsterms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters materially affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may reasonably request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the Book Value of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthereto; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents or permitted hereby; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their termsterms except as otherwise permitted by this Agreement; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is createdcreated except as otherwise permitted by this Agreement; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately promptly upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately promptly pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may reasonably request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of standard or current cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Company at the time the such Collateral becomes subject to the WC Collateral Agent’s Lien's security interests, each Obligor such Company covenants, represents and warrants: (a) such Obligor the Company shall be the sole owner, free and clear of all Liens (except for the Liens granted Lien in the favor of the WC Collateral Agent for the benefit of the Holders and Permitted Liens)Lenders or except as otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the knowledge of the Borrowers, at the time created, each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by the Borrowers or work, labor and/or services theretofore rendered by such Obligorthe Borrowers; (c) to the best knowledge of the Borrowers and except as otherwise disclosed to the Agent, no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in the Borrowers' business, and, each of such Obligor’s business and as otherwise disclosed to the Agent, and each Account Accounts Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) except as disclosed to the Agent, no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrowers at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be true and correct and in all material respects what they purport to be; (g) to the best knowledge of the DOC ID - 18336046.11 Borrowers, all signatures and endorsements that appear on all material agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor the Companies shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) the Borrowers will immediately notify the Agent if any of its accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps reasonably required by the Agent in order that all monies due or to become due under any such Obligor contract shall be assigned to the WC Collateral Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) the Companies will, immediately upon within three Business Days of learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, as such term is defined in the Uniform Commercial Code, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the WC Collateral Agent for as additional Collateral within three Business Days; (l) the benefit Borrowers shall not redate any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of their business and in the relevant industry; (m) the Borrowers shall conduct a physical count of their Inventory at such intervals as the Agent may reasonably request and the Borrowers shall promptly supply the Agent with a copy of such count accompanied by a report of the Holders as additional Collateralvalue (based on market value) of such Inventory; and (kn) such Obligor is the Companies are not and shall not be entitled to pledge the Agent’s 's or any Holder’s the Lenders' credit on any purchases for or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Company at the time the such Collateral becomes subject to the a Collateral Agent’s Liensecurity interests, each Obligor such Company covenants, represents and warrants: (a) such Obligor the Company shall be the sole owner, free and clear of all Liens (except for the Liens granted Lien in the favor of the such Collateral Agent for the benefit of the Holders and Permitted Liens)Lenders or except as otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the knowledge of the Borrowers, at the time created, each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by the Borrowers or work, labor and/or services theretofore rendered by such Obligorthe Borrowers; (c) to the best knowledge of the Borrowers and except as otherwise disclosed to the Agent, no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in the Borrowers’ business, and, each of such Obligor’s business and as otherwise disclosed to the Agent, and each Account Accounts Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) except as disclosed to the Agent, no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrowers at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be true and correct and in all material respects what they purport to be; (g) to the best knowledge of the Borrowers, all signatures and endorsements that appear on all material agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor the Companies shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) the Borrowers will immediately notify the Agent if any of its accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps reasonably required by the Agent in order that all monies due or to become due under any such Obligor contract shall be assigned to the WC Collateral Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) the Companies will, immediately upon within three Business Days of learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, as such term is defined in the Uniform Commercial Code, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the WC Collateral Agent for as additional Collateral within three Business Days; (l) the benefit Borrowers shall not redate any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of their business and in the relevant industry; (m) the Borrowers shall conduct a physical count of their Inventory at such intervals as the Agent may reasonably request and the Borrowers shall promptly supply the Agent with a copy of such count accompanied by a report of the Holders as additional Collateralvalue (based on market value) of such Inventory; and (kn) such Obligor is the Companies are not and shall not be entitled to pledge the Agent’s or any Holder’s the Lenders’ credit on any purchases for or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders and Permitted Liens)Lenders or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by the such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as 97 104 may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the AgentAgents, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Agents and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; and (km) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s Agents' or any Holder’s the Lenders' credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor at the time the Collateral becomes subject to the Agent’s LienThe Borrowers, each Obligor covenantsjointly and severally, represents covenant, represent and warrantswarrant as follows: (a) such Obligor Borrowers shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders and Permitted Liens)Lenders or as otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateralsuch Account Receivable; (b) each Account substantially all of such Accounts Receivable shall be a good and valid account Accounts Receivable representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Borrowers; (c) no Account substantially all of such Accounts Receivable shall not be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s the Borrowers' business and as otherwise disclosed to the Administrative Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account substantially all of such Accounts Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kindthe Borrowers shall, other than normal trade discountsand shall cause their respective Subsidiaries to, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral such Accounts Receivable in such detail, form and scope as the Agent shall reasonably requireis in accordance with its past practices; (if) the Borrowers shall immediately notify the Administrative Agent if the material portion of any Accounts Receivable arises out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Administrative Agent or the Collateral Agent in order that all monies due or to become due under any such Obligor contract shall be assigned to the Collateral Agent for the benefit of the Lenders and notice thereof given to the United States government under the Federal Assignment of Claims Act; (g) the Borrowers will, immediately upon learning thereof, report to the Administrative Agent any material loss or destruction of, or substantial damage to, any material portion of such Accounts Receivable, and any other matters affecting the value, enforceability or collectibility of any material portion of the Collateralsuch Accounts Receivable; and (jh) if any amount payable under or in connection with any Account material portion of such Accounts Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned endorsed and delivered to the Collateral Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the CollateralLenders.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (hc) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (id) such Obligor Loan Party shall promptly notify the Agent if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such contract shall be assigned to the Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law to the extent the aggregate amount of Accounts Receivable arising under such contract exceeds $1,000,000 at any time; (e) such Loan Party will, immediately promptly upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jf) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately promptly pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Lenders as additional Collateral; (g) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business; and (kh) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (cb) no Account Receivable shall be subject to any known defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (dc) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (gf) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (hg) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (kh) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor the Borrowers and the Guarantors at the time the Collateral becomes subject to the Collateral Agent’s Lien's security interests, each Obligor covenantsthe Borrowers and the Guarantors covenant, represents represent and warrantswarrant: (a) the Borrower or such Obligor Guarantor shall be the sole ownerowner of the Collateral owned by it, free and clear of all Liens (except for the Liens granted Lien of the Factor, the Lien in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the knowledge of the Borrowers and the Guarantors, at the time created, each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by a Borrower or Guarantor or work, labor and/or services theretofore rendered by such Obligora Borrower or Guarantor; (c) to the best knowledge of the Borrowers and the Guarantors and except as otherwise disclosed to the Factor and the Collateral Agent, no Account Receivable shall be is subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in the Borrowers' or the Guarantors' business, and, each of such Obligor’s business and as otherwise disclosed to the Agent, and each Account Accounts Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Accounts Receivable shall violate any applicable material state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) except as disclosed to the Factor and the Collateral Agent, no agreement under which any deduction or offset of any kind, other than normal trade discountsdiscounts and allowances, may be granted or shall have been made by such Obligor the Borrowers or the Guarantors at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be true and correct in all material respects and in all material respects what they purport to be; (g) to the best knowledge of the Borrowers and the Guarantors, all signatures and endorsements that appear on all material agreements, instruments documents and other documents agreements relating to any Account Accounts Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Borrower at the time the Collateral becomes subject to the AgentBank’s Lien, each Obligor Borrower covenants, represents and warrants: (a) such Obligor shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (eb) no agreement under which any deduction or offset of any kind, other than normal trade discountsdiscounts and rebates, may be granted or shall have been made by such Obligor Borrower at or before the time such Account Receivable is created; (fc) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (gd) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (je) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Bank as additional Collateral, to the maximum extent permitted by law; and (kf) such Obligor is not and Borrower shall not be entitled to pledge the Agent’s re-date any invoice or any Holder’s credit sale or make sales on any purchases or for any purpose whatsoever, except (1) extended dating beyond that which is customary in the cases ordinary course of clauses (b) through its business and in the industry; (g) inclusivesuch Borrower will timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Account and the related contract, as would not materially affect and it shall maintain, at its expense, in full operation each of the valueGovernmental Lockboxes, enforceability the Non-Governmental Lockboxes, the Governmental Lockbox Accounts, and the Company Operating Account required to be maintained under this Agreement; (h) such Borrower shall do nothing, nor suffer or collectibility of permit any other Person, to impede or interfere with the collection by Bank or any other Person designated by the Agent on its behalf, of the Accounts Receivable; (i) the Borrower’s Medicare and Medicaid cost reports, if any, with respect to the Accounts Receivable and (2) in for all cost reporting periods ending on or before the case date of clauses (h) and the last audited cost report have been filed on a timely basis with (i), as would to Medicaid, the applicable state agency or other CMS-designated agents or agents of such state agency, charged with such responsibility or (ii), as to Medicare, the Medicare intermediary or other CMS-designated agents charged with such responsibility, except for delays caused by factors not materially affect in the value, enforceability or collectibility control of such Borrower; to the extent any of the Collateralforegoing agencies have examined or audited such cost reports, there have been no material deficiencies discovered with respect thereto; and, to such Borrower’s knowledge, there is no basis for any Governmental Authority to assert an offset against any Borrower; (j) the goods and services provided and reflected by the Accounts Receivable were medically necessary for the customer or patient, and, to such Borrower’s knowledge, the customer or patient has received such goods and services; (k) to such Borrower’s knowledge, the fees charged for the goods and services constituting the basis for the Accounts Receivable are consistent with the usual, customary and reasonable fees charged by other similar medical providers for the same or similar goods in such Borrower’s and in the community in which the patient resides; (1) any insurance policy, contract or other instrument obligating an account debtor to make payment with respect to an Account (i) to such Borrower’s knowledge, does not contain any provision prohibiting the grant of a security interest in such payment obligation from the patient to a Borrower, or from a Borrower to Bank, (ii) has been duly authorized and, together with the Account, constitutes the legal, valid and binding obligation of the account debtor in accordance with its terms, (iii) to such Borrower’s knowledge, together with the Account, does not contravene in any material respect any requirement of law applicable thereto, and (iv) was in full force and effect and applicable to the customer or patient at the time the goods or services constituting the basis for the Account were sold or performed; and (m) to such Borrower’s knowledge, the insurance policy, contract or other instrument obligating a Governmental Authority to make payment with respect to an Account (i) has been duly authorized and, together with the applicable Account, constitutes the legal, valid and binding obligation of the Governmental Authority in accordance with its terms, (ii) together with the applicable Account, does not contravene in any material respect any requirement of law applicable thereto, and (iii) was in full force and effect and applicable to the customer or patient at the time the goods or services constituting the basis for the Account were sold or performed.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens)Lenders or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by the such ObligorLoan Party; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the AgentAgents in writing, and to such Loan Party's knowledge, each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act; (j) such Loan Party will, immediately promptly upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; and (km) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s Agents' or any Holder’s the Lenders' credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the best of each Loan Party's knowledge, each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorLoan Party; (c) to the best of each Loan Party's knowledge, no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Loan Party's business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) to the best of each Loan Party's knowledge, all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agent if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such contract shall be assigned to the Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as the Agent may request and such Loan Party shall promptly supply the Agent with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s 's or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Agents and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or or grant a security interest in each and every item of said Collateral; (b) as of the date of the Borrowing Base report most recently delivered to either Agent, each Account Receivable identified by any Borrower as an Eligible Account Receivable in such Borrowing Base report submitted to the Agents shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthereto; (c) no it will give the Agents prompt notice if any Eligible Account Receivable in excess of $250,000 and identified by any Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to the Agents shall be become subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such ObligorLoan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable identified by any Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) as of the date of the Borrowing Base report most recently delivered to either Agent, no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such any Account Receivable identified by any Borrower as an Eligible Account Receivable in such Borrowing Base report submitted to either Agent is created; (f) as of the date of the Borrowing Base report most recently delivered to either Agent, all agreements, instruments and other documents relating to any Account Receivable identified by any Borrower as an Eligible Account Receivable in such Borrowing Base report submitted to either Agent shall be true and correct and in all material respects what they purport to be; (g) as of the date of the Borrowing Base report most recently delivered to either Agent, all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable identified by any Borrower as an Eligible Account Receivable in such Borrowing Base report submitted to either Agent shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable identified by any Borrower as an Eligible Account Receivable in a Borrowing Base report submitted to either Agent arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Agents and the Lenders as additional Collateral; (l) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory not less frequently than (i) once per Fiscal Year if no Default or Event of Default shall have occurred and be continuing, and (kii) from time to time as requested by any Agent if a Default or Event of Default shall have occurred and be continuing, and in each case, upon request of an Agent such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (n) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) except as disclosed to the Administrative Agent or the Collateral Agent, each Account Receivable of VP Buildings shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe VP Buildings; (c) no Account Receivable of VP Buildings shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s VP Buildings' business and as otherwise disclosed to the Administrative Agent and the Collateral Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable of VP Buildings shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor VP Buildings at or before the time such Account Accounts Receivable of VP Buildings is created (other than those agreements delivered to the Administrative Agent and the Collateral Agent at or before the time such Accounts Receivable is createdincluded in the Borrowing Base); (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable of VP Buildings shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor VP Buildings shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Administrative Agent and the Collateral Agent shall reasonably require; (i) VP Buildings shall immediately notify the Administrative Agent and the Collateral Agent if any of its Accounts Receivable arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Collateral Agent in order that all monies due or to become due under any such Obligor contract shall be assigned to the Collateral Agent and notice thereof given to the United States Government under the Federal Assignment of Claims Act, provided that, prior to a Default or Event of Default, this clause (i) shall only apply to Accounts Receivable included or to be included in the Borrowing Base; (j) such Loan Party will, immediately upon learning thereof, report to the Administrative Agent and the Collateral Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral, provided that, prior to a Default or Event of Default, this clause (k) shall only apply to Accounts Receivable included or to be included in the Borrowing Base; (l) such VP Buildings shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) VP Buildings shall conduct a physical count of its Inventory at such intervals as the Administrative Agent or the Collateral Agent may request and such VP Buildings shall promptly supply the Administrative Agent and the Collateral Agent with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the Agent’s Agents' or any Holder’s the Lenders' credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Agent’s Lender's Lien, each Obligor Loan Party covenants, represents and warrants: (a) the Loan Party that owns such Obligor Collateral shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens)Lender or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Loan Parties; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s the Loan Parties' business and as otherwise disclosed to the AgentLender, and each Account Receivable (excluding an Account Receivable made ineligible under clause (v) of the definition of "Eligible Accounts Receivable" set forth in Section 1.01) to the knowledge of the Borrower will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor any Loan Party at or before the time such Account Accounts Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders as additional Collateral; and (k) such Obligor is not and shall not be entitled to pledge the Agent’s or any Holder’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.;

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Obligor Loan Party covenants, represents and warrants: (a) such Obligor Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed a bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthereto; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such ObligorLoan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when dueAgents; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (1) such Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; (m) such Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may request and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (kn) such Obligor Loan Party is not and shall not be entitled to pledge the any Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Domestic Loan Party at the time the Collateral becomes subject to the Agent’s Lien, each Obligor Domestic Loan Party covenants, represents and warrants: (a) such Obligor Domestic Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the knowledge of the Borrowers, each Account Receivable with an invoice amount in excess of $100,000 shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorDomestic Loan Party; (c) no Account Receivable with an invoice amount in excess of $100,000 shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such ObligorDomestic Loan Party’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable with an invoice amount in excess of $100,000 shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Domestic Loan Party at or before the time such Account Receivable with an invoice amount in excess of $100,000 is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Domestic Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor Domestic Loan Party shall immediately notify the Agent if any Account Receivable arises out of contracts with any Governmental Authority with an invoice amount in excess of $100,000, and will execute any instruments and take any steps required by the Agent in order that all monies due or to become due under any such contract shall be assigned to the Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Domestic Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral with a value in excess of $100,000, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable with an invoice amount in excess of $100,000 is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Domestic Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; and (km) such Obligor Domestic Loan Party is not and shall not be entitled to pledge the Agent’s or any HolderLender’s credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor the Borrower at the time the Collateral becomes subject to the Agent’s Lender's Lien, each Obligor the Borrower covenants, represents and warrants: : (a) such Obligor the Borrower shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens)Lender or otherwise permitted hereunder, and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an any absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligorthe Borrower; (c) except as disclosed in writing to Lender or as is customary in the Borrower's business, no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor the Borrower at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to bebe the Borrower shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; and (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor . The Borrower shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Lender shall reasonably require; (i) . The Borrower shall immediately notify the Lender if any accounts arise out of contracts with the United States or any department, agency, or instrumentality thereof and will execute any instruments and take any steps required by the Lender in order that all monies due or to become due under any such Obligor contract shall be assigned to the Lender and notice thereof given to the United States Government under the Federal Assignment of Claims Act. The Borrower will, immediately upon learning thereof, report to the Agent Lender any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if . If any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Holders Lender as additional Collateral; . The Borrower shall conduct a physical count of the Inventory at such intervals as the Lender may request and the Borrower shall promptly supply the Lender with a copy of such count accompanied by a report of the value (kbased on the lower of cost (on a first in first out basis) and market value) of such Obligor Inventory. The Borrower is not and shall not be entitled to pledge the Agent’s or any Holder’s Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor Designated Loan Party at the time the Collateral becomes subject to the Collateral Agent’s 's Lien, each Obligor Designated Loan Party covenants, represents and warrants: (a) such Obligor Designated Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Holders Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Eligible Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such ObligorDesignated Loan Party; (c) no Eligible Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s Designated Loan Party's business and as otherwise disclosed to the AgentAgents, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulationsregulations (including, without limitation, any Motor Vehicle Laws), and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor Designated Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor Designated Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent Agents shall reasonably require; (i) such Obligor Designated Loan Party shall immediately notify the Agents if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps required by the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (j) such Designated Loan Party will, immediately upon learning thereof, report to the Agent Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount payable under or in connection with any Account Receivable is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Holders Lenders as additional Collateral; (l) such Designated Loan Party shall not re-date any invoice or sale or make sales on extended dating beyond that which is customary in the ordinary course of its business and in the industry; and (km) such Obligor Designated Loan Party is not and shall not be entitled to pledge the any Agent’s 's or any Holder’s Senior Lender's credit on any purchases or for any purpose whatsoever, except (1) in the cases of clauses (b) through (g) inclusive, as would not materially affect the value, enforceability or collectibility of any of the Accounts Receivable and (2) in the case of clauses (h) and (i), as would not materially affect the value, enforceability or collectibility of any of the Collateral.