Common use of Account Warranties Clause in Contracts

Account Warranties. Borrower warrants and represents to the Lender that: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the Borrower’s books and records and all invoices and statements actually and absolutely owing to the Borrower and are not in any way contingent; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operations; (v) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and records; (vi) to the Borrower’s knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.

Account Warranties. With respect to Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to the Lender that: Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (i) to Borrower’s knowledge, the Accounts they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts they represent undisputed, bona fide transactions transactions, completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments, if any, delivered to Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower’s 's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to the such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower’s knowledge, 's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and the such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the such Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vvi) to the best of such Borrower’s knowledge, 's knowledge there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower’s 's books and recordsrecords and all invoices and statements delivered to Agent with respect thereto; (vivii) to the best of such Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (viiviii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance Lien or security interest claim except that of the Lender Agent and except as specifically permitted in Subsection 8.1 below; (viiiix) except to the extent of the allowance for doubtful Accounts shown on the Financials, the such Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ixx) except to the extent best of the allowance for doubtful Accounts shown on the Financials, to the such Borrower’s 's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Each Borrower agrees to notify the Lender Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this subsection 3.1 Subsection 3.3 are not truetrue and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance, on any subsequent Accounts Trial Balance or on any Collateral Report or Monthly Report, the Borrower warrants and represents to the Agent and each Lender that: (ia) it is the lawful owner of such Accounts and it has the right to Borrower’s knowledgesubject such Accounts to a security interest in favor of the Agent, for the Accounts benefit of the Lenders; (b) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iic) the Accounts they represent undisputed, bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to the Agent with respect thereto; (iiid) the amounts shown on the respective Accounts Trial Balance, the respective Collateral Report or Monthly Report, the Borrower’s 's books and records records, and all invoices and statements which may be delivered to the Agent with respect thereto, are actually and absolutely owing to the Borrower and are not in any way contingent; (ive) no payments have been or shall be made thereon except payments immediately delivered to the best of Borrower’s knowledge, Agent pursuant to this Agreement; (f) there are no setoffs, counterclaims or disputes asserted, or, to the best of the Borrower's knowledge, existing, with respect thereto and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vg) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to of which the Borrower has knowledge which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balance, the respective Collateral Report or Monthly Report, the Borrower’s 's books and records, and all invoices and statements delivered to the Agent with respect thereto; (vih) to the Borrower’s knowledge, and except to the extent best of the allowance for doubtful Accounts shown on the FinancialsBorrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject were not, at the time of sale by the Borrower to any Account Debtor, subject, to any lien, claim, encumbrance or security interest except that of the Lender Agent, for the benefit of the Lenders, and except as specifically permitted below; (viiij) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ixk) except to the extent best of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s 's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower agrees to notify ; and (1) such Accounts satisfy the Lender with respect to any objective criteria for inclusion as Eligible Accounts with respect to which the warranties set forth in this subsection 3.1 are not trueSection 3.2.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance included in the initial Monthly Report or on any subsequent Accounts Trial Balance or Borrowing Base Certificate, each Borrower represents and warrants and represents to the Agent and each Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory or the provision of services to customers in all respects what they purport the ordinary course of business completed in accordance with the terms and provisions contained in the documents available to be, the Agent and each Lender with respect thereto and are not evidenced by a judgmentjudgment or by an Instrument or Chattel Paper; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the applicable Accounts Trial Balance and on each Borrower’s 's books and records and all invoices and statements which may be delivered to the Agent or any Lender with respect thereto are actually and absolutely owing to the each Borrower and are not in any way contingent; (iii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account pursuant to this Agreement; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the any Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the such Borrower in the ordinary course of its business for prompt payment and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result in any material adverse change in Borrower’s financial condition or business operationssuch Account; (v) to the best of each Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, any Borrower’s 's books and recordsrecords and all invoices and statements delivered to the Agent or any Lender with respect thereto; (vi) to the best of each Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the no Borrower has no knowledge received any notice of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely could reasonably be expected to result in any material adverse change in such Account Debtor’s 's financial condition. The ; (viii) no Borrower agrees has any knowledge that any Account Debtor is unable generally to notify pay its debts as they become due; (ix) the Lender Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (x) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of the Agent, for the benefit of the Lenders; (xi) the Accounts have not been pledged or sold to any Person or otherwise encumbered and each Borrower is the owner of its Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xii) with respect to Accounts for which its Account Debtor is located in any Accounts state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all required Notice of Business Activities Reports or comparable filings with respect to which the warranties in this subsection 3.1 are not trueapplicable Governmental Authority.

Account Warranties. With respect to Accounts scheduled, listed or referred to on Borrower's initial Accounts Trial Balance or on any subsequent Accounts Trial Balance, Borrower warrants and represents to the Lender Agent and Lenders that: (i) to Borrower’s knowledge, the Accounts they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts they represent undisputed, bona fide transactions the performance of which has been completed by Borrower in accordance with the Borrowerterms and provisions contained in the documents delivered to Agent and Lenders with respect thereto; (iii) the amounts shown on the respective Accounts Trial Balance, Borrower’s 's books and records and all invoices and statements which may be delivered to Agent with respect thereto are actually and absolutely owing to the Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately delivered to Agent pursuant to this Agreement; (v) to the best of Borrower’s 's knowledge, there are no setoffs, counterclaims or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vvi) to the best of Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, Borrower’s 's books and recordsrecords and all invoices and statements delivered to Agent with respect thereto; (vivii) to the Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (viiviii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender Agent and except as specifically permitted below; (viiiix) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ixx) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s 's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower agrees to notify the Lender Agent with respect to any Accounts scheduled on Borrower's Account Trial Balance with respect to which the warranties in this subsection 3.1 Subsection 3.3 are not true.

Account Warranties. With respect to the Accounts of Borrower scheduled, listed or referred to from time to time on any Accounts Receivable Aging Reports or Financial Statement, Borrower warrants and represents to the Lender Bank that: (ia) to Borrower’s knowledge, the such Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) such Accounts are assignable and a security interest may be granted therein and such Accounts are subject to the first and prior perfected Lien and security interest of Bank (except for any Permitted Liens); (c) such Accounts represent undisputed, bona fide transactions completed in accordance with the performance terms and provisions of the documents related thereto as delivered to Bank if so requested; (d) the Equipment, Goods or Inventory sold or leased, or the services rendered, which has resulted in the creation of such Accounts have been completed delivered or rendered to and accepted by the Borrowerapplicable Account Debtor; (iiie) the amounts shown on the Borrower’s 's books and records and all invoices and statements delivered to Bank, when and if so requested, with respect to such Accounts are actually and absolutely owing to the applicable Borrower and are not in any way contingent; (ivf) to the best of Borrower’s knowledge, no payments have been made upon such Accounts; (g) there are no setoffsset-offs, counterclaims or disputes existing or, to Borrower's best knowledge, asserted with respect to such Accounts and the Borrower has not made any agreement with any applicable Account Debtor for any deduction therefrom or discount from any such Account, except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vh) to the best knowledge of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof the enforceability of such Accounts or tend to reduce the amount amounts payable thereunder under such Accounts as shown on the Borrower’s books and recordsrecords of Borrower and the invoices and statements delivered to Bank, when and if so requested, with respect thereto; (vii) to the best knowledge of Borrower’s knowledge, and except to the extent all of the allowance for doubtful Accounts shown on the Financials, all applicable Account Debtors with respect to such Accounts have the capacity to contract and are solvent; (viij) such Accounts and the Equipment, Goods, Inventory sold or leased or the services furnished and/or goods sold rendered giving rise thereto to said Accounts are not subject to any lien, security interest, claim, encumbrance charge or any other encumbrance, except for the first and prior perfected security interest of Bank and except that those of holders of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereofPermitted Liens; and (ixk) except to the extent best knowledge of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any of the applicable Account Debtor Debtors which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.

Account Warranties. Borrower warrants and represents With respect to Eligible Accounts scheduled, ------------------ listed or referred to in any Accounts Trial Balance delivered to Agent pursuant to the Lender terms hereof, Borrower represents and warrants that, except as disclosed in the applicable Accounts Trial Balance, as of the date of each such Accounts Trial Balance: (ia) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) the Accounts they represent undisputed, bona fide transactions the performance of which has been completed by the Borrowertransactions; (iiic) the amounts shown on the applicable Accounts Trial Balance and on Borrower’s 's books and records and all invoices and statements which may be delivered to Agent with respect thereto are actually and absolutely owing solely to the Borrower or one of Borrower's Subsidiaries and are not in any way contingent; (ivd) to the best of Borrower’s knowledge, no payments have been made thereon; (e) there are no setoffs, counterclaims or disputes asserted or, to the best knowledge of Borrower, existing with respect thereto and the neither Borrower nor any of its Subsidiaries has not made any agreement with any Account Debtor for any deduction therefrom except returns, or discounts or allowances for prompt payment allowed by the Borrower and its Subsidiaries in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vf) to the best of Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Borrowing Base Certificate, Borrower’s 's and its Subsidiaries' books and recordsrecords and all invoices and statements delivered to Agent with respect thereto; (vig) to the best of Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventSolvent; except, as to Solvency, for such Eligible Accounts as will not, in the aggregate, give rise to a Material Adverse Effect; and (viih) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or Lien except for the first and valid fully perfected security interest except that of the Lender granted to Agent hereunder, and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not truePermitted Liens.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance included in the initial Monthly Report or on any subsequent Accounts Trial Balance or Borrowing Base Certificate of a Borrower, such Borrower represents and warrants and represents to the Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory by such Borrower or the provision of services to customers in all respects what they purport the ordinary course of business completed in accordance with the terms and provisions contained in the documents available to be, Lender with respect thereto and are not evidenced by a judgmentjudgment or by an Instrument or Chattel Paper; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the applicable Accounts Trial Balance and on such Borrower’s 's books and records and all invoices and statements which may be delivered to Lender with respect thereto are actually and absolutely owing to the such Borrower and are not in any way contingent; (iii) no payments have been or shall be made thereon except payments immediately delivered to a Depositary Account pursuant to this Agreement, or, if misdirected (through no fault of the Borrowers) to any Affiliate or employee of the Borrowers, Borrowers or such other Persons remitted the same or cause the same to be deposited, in kind, into the respective Depositary Accounts or, at the direction of Lender, remitted the same, or caused the same to be remitted, in kind, to Lender at Xxxxxx's address set forth in SECTION 14.3; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the Borrower has Borrowers have not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the such Borrower in the ordinary course of its business for prompt payment and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result in any material adverse change in Borrower’s financial condition or business operationssuch Account; (v) to the best of Borrower’s Borrowers' knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, such Borrower’s 's books and recordsrecords and all invoices and statements delivered to Lender with respect thereto; (vi) to the Borrower’s best of Borrowers' knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventSolvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that Borrowers have received no notice of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The ; (viii) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (ix) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of Lender; (x) the Accounts have not been pledged or sold to any Person or otherwise encumbered and such Borrower agrees to notify is the Lender owner of the Accounts free and clear of any Lien except that of Lender; and (xi) with respect to any Accounts with respect to for which the warranties Account Debtor is located in this subsection 3.1 are not trueany state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all required Notice of Business Activities Reports or comparable filings with the applicable Governmental Authority.

Account Warranties. With respect to Accounts of any Borrower warrants scheduled, listed or referred to on the initial Accounts Trial Balance or on any subsequent Accounts Trial Balance or Collateral Report, Borrowers warrant and represents represent to the Lender Agent and Lenders that, except as disclosed in such Accounts Trial Balance or Collateral Report: (i) to Borrower’s knowledge, the Accounts they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts they represent undisputed, bona fide transactions transactions, completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments, if any, delivered to Agent with respect thereto; (iii) the amounts amount, shown on the Borrower’s respective Accounts Trial Balance, Borrowers' books and records and all invoices and statements which may be delivered to Agent with respect thereto are actually and absolutely owing to the Borrower Borrowers and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereinafter defined) or delivered to the best of Borrower’s knowledge, Agent pursuant to this Agreement; (v) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and the no Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationstherefrom; (vvi) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s Accounts Trial Balance, Borrowers' books and recordsrecords and all invoices and statements delivered to Agent with respect thereto; (vivii) to the Borrower’s best of Borrowers' knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (viiviii) such Accounts, and the services furnished and/or goods sold giving rise thereto thereto, are not subject to any lien, claim, encumbrance or security interest Lien except that of the Lender Agent, on behalf of Lenders, and except as specifically permitted in subsection 8.1 below; (viiiix) except to the extent of the allowance for doubtful Accounts shown on the Financials, the no Borrower has no any knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; , and (ixx) except to the extent best of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s Borrowers' knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower Representative agrees to notify the Lender Agent with respect to any Accounts scheduled on the Accounts Trial Balance with respect to which the warranties in this subsection 3.1 3.3 are not truetrue and which Borrowers, therefore, do not want Agent to consider as Eligible Accounts.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance included in the initial Monthly Report or on any subsequent Accounts Trial Balance or Borrowing Base Certificate, Borrower represents and warrants to Agent and represents to the Lender Lenders that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory or the provision of services to customers in all respects what they purport the ordinary course of business completed in accordance with the terms and provisions contained in the documents available to be, Agent and each Lender with respect thereto and are not evidenced by a judgmentjudgment or by an Instrument or Chattel Paper; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the applicable Accounts Trial Balance and on Borrower’s 's and each Guarantor's books and records and all invoices and statements which may be delivered to Agent or any Lender with respect thereto are actually and absolutely owing to the Borrower and such Guarantor and are not in any way contingent; (iii) no payments have been or shall be made thereon except payments immediately delivered to a Lockbox pursuant to this Agreement; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the none of Borrower or any Guarantor has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower or such Guarantor in the ordinary course of its business for prompt payment and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result in any material adverse change in Borrower’s financial condition or business operationssuch Account; (v) to the best of Borrower’s 's or any Guarantor's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, Borrower’s 's or such Guarantor's books and recordsrecords and all invoices and statements delivered to Agent or any Lender with respect thereto; (vi) to the best of Borrower’s 's and each Guarantor's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventSolvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to none of Borrower or any lien, claim, encumbrance or security interest except that Guarantor has received notice of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The ; (viii) none of Borrower agrees or any Guarantor has knowledge that any Account Debtor is unable generally to notify pay its debts as they become due; (ix) the Lender services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of Agent; (x) the Accounts have not been pledged or sold to any Person or otherwise encumbered and Borrower or a Guarantor is the owner of the Accounts free and clear of any Lien except that of Agent; and (xi) with respect to any Accounts with respect to for which the warranties Account Debtor is located in this subsection 3.1 are not trueMinnesota or any other state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, Borrower or a Guarantor, as applicable, has either qualified as a foreign corporation authorized to transact business in such state or has filed all required Notice of Business Activities Reports or comparable filings with the applicable Governmental Authority.

Account Warranties. Borrower warrants Seller warrants, represents and represents covenants to Purchaser and agrees that the Lender thatpresently existing and hereafter arising, acquired or created Accounts of Seller sold to Purchaser or in which Purchaser obtains a security interest: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) are owing pursuant to Seller’s contract with the Accounts represent undisputed, bona fide transactions Account Debtor and such contract will not be amended without the performance written consent of which has been completed by the BorrowerPurchaser; (iii) will be paid when due (unless the amounts shown on the Borrower’s books and records and all invoices and statements actually and absolutely owing to the Borrower and are not in any way contingentAccount was purchased Without Recourse); (iv) are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the best Accounts is free of Borrower’s knowledgeall claims, there are no setoffsliens, counterclaims security interests and restrictions on transfer, encumbrance or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom pledge, except returns, discounts or allowances for prompt payment allowed as created by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsthis Agreement; (v) to set forth the best correct and complete terms of Borrower’s knowledgesale, there are no facts, events which have not been and will not be altered or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and recordsamended; (vi) are valid and owing, and all goods and services giving rise to the Borrower’s knowledge, and except to Accounts have been provided or delivered in accordance with Seller's agreement with the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventDebtor; (vii) will not be paid by a preference payment or fraudulent transfer (as defined by the services furnished and/or goods sold giving rise thereto are not subject to federal Bankruptcy Code or the relevant law of any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted belowstate); (viii) except are not and shall not become subject to the extent a defense or claim in recoupment or setoff that can be asserted against Purchaser; (ix) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the allowance for doubtful Accounts shown on date the FinancialsAccount is sold, the Borrower has no knowledge or in which Seller owns an interest of any fact or circumstance which would tend kind; (x) shall be reflected on Seller's books and records as having been transferred, sold and conveyed to impair the validity or collectibility thereofPurchaser if Purchaser purchases such Accounts; and (ixxi) except shall be evidenced by an invoice which has been issued to and received by the extent Account Debtor, and each such invoice shall have printed on the face thereof a statement, approved by Purchaser, notifying the Account Debtor (a) that the invoice has been assigned to Purchaser and is payable only to Purchaser at the address designated in such notice and (b) that, if the Account is paid, the Account will be paid by the Account Debtor in accordance with such instructions. The warranties and representations set forth herein shall apply as of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any date each Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts warranty, covenant or agreement set forth above, Seller shall repurchase from Purchaser the applicable Account for the Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this subsection 3.1 Agreement are not truecontinuing warranties and representations.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance or on any subsequent Accounts Trial Balance or Borrowing Base Certificate, the Borrower represents and warrants and represents to the Agent and each Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory and services to customers in all respects what they purport the ordinary course of business completed in accordance with the terms and provisions contained in the documents available to be, the Agent and each Lender with respect thereto and are not evidenced by a judgmentjudgment or by an Instrument or Chattel Paper; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the applicable Accounts Trial Balance and on the Borrower’s 's books and records and all invoices and statements which may be delivered to the Agent or any Lender with respect thereto are actually and absolutely owing to the Borrower and are not in any way contingent; (iii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account pursuant to this Agreement; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower in the ordinary course of its business for prompt payment or volume discounts and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result in any material adverse change in Borrower’s financial condition or business operationssuch Account; (v) to the best of the Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, the Borrower’s 's books and recordsrecords and all invoices and statements delivered to the Agent or any Lender with respect thereto; (vi) to the Borrower’s knowledge, and except to the extent best of the allowance for doubtful Accounts shown on the FinancialsBorrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against that any Account Debtor which are likely is unable generally to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.pay its debts as they become due;

Account Warranties. Borrower warrants Seller warrants, represents, covenants and represents agrees that the presently existing and hereafter arising, acquired or created Accounts of Seller sold to the Lender thatAllied or in which Allied obtains a security interest: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) are owing pursuant to Seller’s contract with the Accounts represent undisputed, bona fide transactions Account Debtor and such contract will not be amended without the performance written consent of which has been completed by the BorrowerAllied; (iii) will be paid when due (unless the amounts shown Account was purchased Without Recourse); (iv) are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the Accounts is free of all adverse claims, liens, security interests and restrictions on transfer, encumbrance or pledge, except as created by this Agreement; (v) set forth the Borrowercorrect and complete terms of sale, which have not been and will not be altered or amended; (vi) are valid and owing, and all goods and services giving rise to the Accounts have been provided or delivered in accordance with Seller’s agreement with the Account Debtor, or in the case of a Maintenance Account Seller has committed itself to provide a year of maintenance and intends to do so; (vii) will not be paid by a preference payment or fraudulent transfer (as defined by the Bankruptcy Code or the relevant law of any state); (viii) are not and shall not become subject to a defense or claim in recoupment or setoff that can be asserted against Allied; (ix) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the date the Account is sold, or in which Seller owns an interest of any kind; (x) shall be reflected on Seller’s books and records as having been transferred, sold and all invoices and statements actually and absolutely owing conveyed to the Borrower and are not in any way contingent; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operations; (v) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and records; (vi) to the Borrower’s knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereofAllied if Allied purchases such Accounts; and (ixxi) except shall be evidenced by an invoice which has been issued to and received by the extent Account Debtor, and each such invoice shall have printed on the face thereof a statement, approved by Allied, notifying the Account Debtor that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the address designated in such notice and that, if the Account is paid, the Account will be paid by the Account Debtor in accordance with such instructions. The warranties and representations set forth herein shall apply as of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any date each Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts warranty, covenant or agreement set forth above, Seller shall repurchase the applicable Account for the Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this subsection 3.1 Agreement are not truecontinuing warranties and representations.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance (included in the initial Monthly Report attached hereto as EXHIBIT 3.1(A)) or on any subsequent Accounts Trial Balance or Borrowing Base Certificate, each Borrower warrants and represents to the Agent and each Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate as of the date thereof and as to the information set forth therein: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts they represent undisputed, bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to the Agent with respect thereto; (iii) the amounts shown on the applicable Accounts Trial Balance and on the applicable Borrower’s 's books and records and all invoices and statements which may be delivered to the Agent with respect thereto are actually and absolutely owing to the such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately delivered to the best of Agent pursuant to this Agreement; (v) to such Borrower’s 's knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and the no Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the applicable Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vvi) to the best of each Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, the applicable Borrower’s 's books and recordsrecords and all invoices and statements delivered to the Agent with respect thereto; (vivii) to the best of each Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventSolvent; (viiviii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender Agent and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereofexpressly contemplated hereby; and (ix) except to the extent best of the allowance for doubtful Accounts shown on the Financials, to the each Borrower’s 's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.

Account Warranties. Borrower warrants With respect to all accounts from time to time scheduled, listed or referred to in any certificate, statement or report delivered to the Lender, the Borrowers, individually and represents collectively, warrant and represent to the Lender that: that (ia) to Borrower’s knowledge, the Accounts accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) the Accounts accounts represent undisputed, bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to the Lender with respect to the accounts; (iiic) the amounts shown no payments have been or will be made on the Borrower’s books and records and all invoices and statements actually and absolutely owing accounts except payments immediately delivered to the Borrower and are not in any way contingentLender pursuant to this Agreement; (ivd) to the best of Borrower’s knowledgeexcept as described on Schedule 4.28, there are no material setoffs, counterclaims or disputes existing or asserted with respect to the accounts and the no Borrower has not made any agreement with any Account Debtor account debtor for any material deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in from any material adverse change in Borrower’s financial condition or business operationsaccount; (ve) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and recordsof any account; (vif) to the Borrower’s best of the Borrowers’ knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors account debtors have the capacity to contract and are solvent; (viig) the services furnished and/or goods sold giving rise thereto to any account are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted belowLender; (viiih) except to the extent best of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s Borrowers’ knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which are likely to might result in any material adverse change in such Account Debtoraccount debtor’s financial condition. The Borrower agrees ; (i) the account is not an account with respect to notify which the account debtor is an Affiliate or a director, officer or employee of the Borrowers or any Affiliate; (j) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (k) the account is not an account with respect to which the account debtor’s obligation to pay the account is conditional upon the account debtor’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, or sale on approval basis; (1) the amounts shown on the applicable certificates, statements, each Borrower’s books and records and all invoices and statements which may be delivered to the Lender with respect to any Accounts with respect such accounts are actually and absolutely owing to which the warranties in this subsection 3.1 such Borrowers and are not truein any way contingent; and (m) the accounts are not accounts which have been factored with a factoring company. The Administrative Borrower shall immediately notify the Lender in the event that any such account ceases to satisfy the above representations and warranties.

Account Warranties. Borrower warrants With respect to Accounts scheduled, listed or referred to on any Collateral Certificate or Monthly Borrowing Base Certificate, the Borrowers warrant and represents represent to the Lender Bank that, except as otherwise disclosed: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts they represent undisputed, bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to the Agent with respect thereto; (iii) the amounts shown on the Borrower’s applicable Collateral Certificate or Monthly Borrowing Base Certificate and on the Borrowers' books and records and all invoices and statements which may be delivered to the Bank with respect thereto are actually and absolutely owing to one of the Borrower Borrowers and are not in any way contingent; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and the Borrower has Borrowers have not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowed by the Borrower allowance in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (v) to the best of Borrower’s knowledge, the Borrowers' knowledge there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s respective Collateral Certificate or Monthly Borrowing Base Certificate the Borrowers' books and recordsrecords and all invoices and statements delivered to the Agent with respect thereto; (vi) to the Borrower’s knowledge, and except to the extent best of the allowance for doubtful Accounts shown on Borrowers' knowledge as of the Financialsdate any certificate or report delivered to Bank pursuant to this Agreement, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender Borrowers', or Bank, and except as specifically permitted belowexpressly contemplated hereby; and (viii) except as otherwise disclosed to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the FinancialsBank in writing, to the Borrower’s knowledgebest of the Borrowers' knowledge as of the date of any certificate or report delivered to Bank pursuant to this Agreement, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance (included in the initial Monthly Report attached as Exhibit 3.1-1) or on any subsequent Accounts Trial Balance or Borrowing Base Certificate, the Borrower represents and warrants and represents to the Agent and each Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory or the provision of services to customers completed in all respects what they purport accordance with the terms and provisions contained in the documents available to be, the Agent and each Lender with respect thereto and are not evidenced by a judgmentjudgment or by an Instrument or Chattel Paper; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the applicable Accounts Trial Balance and on the Borrower’s 's books and records and all invoices and statements which may be delivered to the Agent or any Lender with respect thereto are actually and absolutely owing to the Borrower and are not in any way contingentBorrower; (iii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account pursuant to this Agreement; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower in the ordinary course of its business for prompt payment and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result in any material adverse change in Borrower’s financial condition or business operationssuch Account; (v) to the best of the Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, the Borrower’s 's books and recordsrecords and all invoices and statements delivered to the Agent or any Lender with respect thereto; (vi) to the Borrower’s knowledge, and except to the extent best of the allowance for doubtful Accounts shown on the FinancialsBorrower's knowledge, all Account Debtors have the capacity to contract and are solventSolvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge not received any notice of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which are likely to could reasonably result in any material adverse change in such Account Debtor’s 's financial condition. The ; (viii) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (ix) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of the Agent, for the benefit of the Lenders; (x) the Accounts have not been pledged or sold to any Person or otherwise encumbered and the Borrower agrees to notify is the Lender owner of its Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xi) with respect to Accounts for which its Account Debtor is located in any Accounts state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, the Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all required Notice of Business Activities Reports or comparable filings with respect to which the warranties in this subsection 3.1 are not trueapplicable governmental agency or authority.

Account Warranties. Borrower warrants Seller warrants, represents, covenants and represents agrees that the presently existing and hereafter arising, acquired or created Accounts of Seller sold to the Lender thatAllied or in which Allied obtains a security interest: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) are owing pursuant to Seller’s contract, agreement, service order, quite, purchase order, work order, statement of work or other form of agreement with the Accounts represent undisputed, bona fide transactions Account Debtor and such contract or other documentation will not be amended without the performance written consent of which has been completed by the BorrowerAllied; (iii) will be paid when due (unless the amounts shown on the Borrower’s books and records and all invoices and statements actually and absolutely owing to the Borrower and are not in any way contingentAccount was purchased Without Recourse); (iv) are owned solely by Seller, which has the power to transfer the Accounts, and that its title to the best Accounts is free of Borrower’s knowledgeall adverse claims, there liens, security interests and restrictions on transfer, encumbrance or pledge, except (a) as created by this Agreement, and (b) liens securing the Secured Convertible Promissory Notes to the extent such liens are no setoffssubordinate to the liens in favor of Allied pursuant to an intercreditor or other agreement, counterclaims or disputes in form and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returnssubstance satisfactory to Allied, discounts or allowances for prompt payment allowed executed by the Borrower in the ordinary course holder(s) of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationssuch liens; (v) set forth the correct and complete terms of sale, was applicable to the best of Borrower’s knowledgeagreement or other documentation described in clause (ii) above, there are no facts, events and which have not been and will not be altered or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and recordsamended; (vi) are valid and owing, and all goods and services giving rise to the Borrower’s knowledge, and except to Accounts have been provided or delivered in accordance with Seller's agreement with the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventDebtor; (vii) will not be paid by a preference payment or fraudulent transfer (as defined by the services furnished and/or goods sold giving rise thereto are not subject to Bankruptcy Code or the relevant law of any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted belowstate); (viii) except are not and shall not become subject to the extent a defense or claim in recoupment or setoff that can be asserted against Allied; (ix) are not owing by Account Debtors that were subject to insolvency or bankruptcy proceedings concerning which Seller had any notice as of the allowance for doubtful Accounts shown on date the FinancialsAccount is sold, the Borrower has no knowledge or in which Seller owns an interest of any fact or circumstance which would tend kind; (x) shall be reflected on Seller's books and records as having been transferred, sold and conveyed to impair the validity or collectibility thereofAllied if Allied purchases such Accounts; and (ixxi) except shall be evidenced by an invoice which has been issued to and received by the extent Account Debtor, and each such invoice shall have printed on the face thereof a statement, mutually agreed upon by Allied and Seller if no default by Seller exists hereunder and approved by Allied in its sole discretion if Seller defaults hereunder, notifying the Account Debtor that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the address designated in such notice and that, if the Account is paid, the Account will be paid by the Account Debtor in accordance with such instructions. The warranties and representations set forth herein shall apply as of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any date each Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts warranty, covenant or agreement set forth above, Seller shall repurchase the applicable Account for the Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this subsection 3.1 Agreement are not truecontinuing warranties and representations.

Account Warranties. Borrower warrants Seller warrants, represents, covenants and represents agrees that the presently existing and hereafter arising, acquired or created Accounts of Seller sold to the Lender thatAllied or in which Allied obtains a security interest: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) will be paid when due (unless the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the BorrowerAccount was purchased Without Recourse); (iii) are owned solely by Seller, which has the amounts shown on power to transfer the Borrower’s books Accounts, and records and all invoices and statements actually and absolutely owing that its title to the Borrower Accounts is free of all adverse claims, liens, security interests and are not in any way contingentrestrictions on transfer, encumbrance or pledge, except as created by this Agreement; (iv) to set forth the best correct and complete terms of Borrower’s knowledgesale, there are no setoffs, counterclaims which have not been and will not be altered or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsamended; (v) are valid and owing, and all goods and services giving rise to the best of Borrower’s knowledge, there are no facts, events Accounts have been provided or occurrences known to delivered in accordance with Seller's agreement with the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and recordsAccount Debtor; (vi) to will not be paid by a preference payment or fraudulent transfer (as defined by the Borrower’s knowledge, and except to Bankruptcy Code or the extent relevant law of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventany state); (vii) the services furnished and/or goods sold giving rise thereto are not and shall not become subject to any lien, claim, encumbrance a defense or security interest except claim in recoupment or setoff that of the Lender and except as specifically permitted belowcan be asserted against Allied; (viii) except are not owing by Account Debtors that were subject to the extent insolvency or bankruptcy proceedings concerning which Seller had any notice as of the allowance for doubtful Accounts shown on date the FinancialsAccount is sold, the Borrower has no knowledge or in which Seller owns an interest of any fact or circumstance which would tend kind; (ix) shall be reflected on Seller's books and records as having been transferred, sold and conveyed to impair the validity or collectibility thereofAllied if Allied purchases such Accounts; and (ixx) except shall be evidenced by an invoice, and each invoice shall have printed on the face thereof a statement, approved by Allied, notifying the Account Debtor that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the extent address designated in such notice and that, if the Account is paid, the Account will be paid by the Account Debtor in accordance with such instructions. The warranties and representations set forth herein shall apply as of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any date each Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts warranty, covenant or agreement set forth above, Seller shall repurchase the applicable Account for the Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller’s default for breach of warranty with respect to which the such Account. All warranties in and representations of Seller under this subsection 3.1 Agreement are not truecontinuing warranties and representations.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance included in the initial Monthly Report or on any subsequent Accounts Trial Balance or Borrowing Base Certificate, each Borrower represents and warrants and represents to the Agent and each Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory or the provision of services to customers in all respects what they purport the ordinary course of business completed in accordance with the terms and provisions contained in the documents available to be, the Agent and each Lender with respect thereto and are not evidenced by a judgmentjudgment or by an Instrument or Chattel Paper; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the applicable Accounts Trial Balance and on each Borrower’s 's books and records and all invoices and statements which may be delivered to the Agent or any Lender with respect thereto are actually and absolutely owing to the each Borrower and are not in any way contingent; (iii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account pursuant to this Agreement; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the any Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the such Borrower in the ordinary course of its business for prompt payment and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result in any material adverse change in Borrower’s financial condition or business operationssuch Account; (v) to the best of each Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, any Borrower’s 's books and recordsrecords and all invoices and statements delivered to the Agent or any Lender with respect thereto; (vi) to the best of each Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the no Borrower has no knowledge received any notice of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely could reasonably be expected to result in any material adverse change in such Account Debtor’s 's financial condition. The ; (viii) no Borrower agrees has any knowledge that any Account Debtor is unable generally to notify pay its debts as they become due; (ix) the Lender Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., SECTION 215(A)(1); (x) the services furnished and/or Inventory sold giving rise to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of the Agent, for the benefit of the Lenders; (xi) the Accounts have not been pledged or sold to any Person or otherwise encumbered and each Borrower is the owner of its Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xii) with respect to Accounts for which its Account Debtor is located in any Accounts state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all required Notice of Business Activities Reports or comparable filings with respect to which the warranties in this subsection 3.1 are not trueapplicable Governmental Authority.

Account Warranties. Borrower warrants and represents With respect to all Eligible Accounts from time to time scheduled, listed or referred to in any certificate, statement or report delivered to the Lender that: (i) to Borrower’s knowledgeBank, the Accounts Borrowers warrant and represent to the Bank that (a) the accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) the Accounts accounts represent undisputed, bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to the Bank with respect to the accounts; (iiic) the amounts shown no payments have been or will be made on the Borrower’s books and records and all invoices and statements actually and absolutely owing accounts except payments immediately delivered to the Borrower and are not in any way contingentBank pursuant to this Agreement; (ivd) to the best of Borrower’s knowledge, there are no material setoffs, counterclaims or disputes existing or asserted with respect to the accounts and the Borrower has not made any agreement with any Account Debtor account debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in from any material adverse change in Borrower’s financial condition or business operationsaccount; (ve) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof of any account or tend to reduce the amount payable thereunder under any account as shown on the Borrower’s respective certificates and statements, any of the books and recordsrecords of a Borrower and all invoices and statements delivered to the Bank with respect to any account; (vif) to the Borrower’s knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors account debtors have the capacity to contract and and, to the best of the Borrowers' knowledge, are solvent; (viig) the services furnished and/or goods sold giving rise thereto to any account are not subject to any lien, claim, encumbrance or security interest Lien except that of the Lender and except as specifically permitted belowBank; (viiih) except to the extent best of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s Borrowers' knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which are likely to might result in any material adverse change in such Account Debtor’s account debtor's financial condition. The Borrower agrees to notify ; (i) the Lender with respect to any Accounts account is not an account with respect to which the warranties in this subsection 3.1 account debtor is an Affiliate or a director, officer or employee of a Borrower or an Affiliate; (j) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (k) the account is not an account with respect to which the account debtor's obligation to pay the account is conditional upon the account debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and- hold, guaranteed sale, sale-and-return, or sale on approval basis; and (l) the amounts shown on the applicable certificates, statements, the books and records of the Borrowers and all invoices and statements which may be delivered to the Bank with respect to such accounts are actually and absolutely owing to one or more Borrower, as the case may be, and are not truein any way contingent. The Borrowers shall immediately notify the Bank in the event that any such Eligible Account ceases to satisfy the above representations and warranties.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance or on any subsequent Accounts Trial Balance, Borrower warrants and represents to the Lender that: (i) to Borrower’s knowledge, the Accounts they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts they represent undisputed, bona fide transactions transactions, completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments, if any, delivered to Lender with respect thereto; (iii) the amounts shown on the respective Accounts Trial Balance, Borrower’s 's books and records and all invoices and statements which may be delivered to Lender with respect thereto are actually and absolutely owing to the Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately deposited into Lock Box Accounts or Blocked Accounts or delivered to Lender pursuant to this Agreement; (v) to the best of Borrower’s 's knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vvi) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, Borrower’s 's books and recordsrecords and all invoices and statements delivered to Lender with respect thereto; (vivii) to the best of Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (viiviii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest Lien except that of the Lender and except as specifically permitted in subsection 8.1 below; (viiiix) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ixx) except to the extent best of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings 's knowproceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower agrees to notify the Lender with respect to any Accounts scheduled on the Accounts Trial Balance with respect to which the warranties in this subsection 3.1 3.3 are not truetrue and which Borrower, therefore, does not want Lender to consider as Eligible Accounts.

Account Warranties. Borrower warrants and represents With respect to Eligible Accounts scheduled, listed or referred to in any Accounts Trial Balance delivered to Agent pursuant to the Lender terms hereof, Borrower represents and warrants that, except as disclosed in the applicable Accounts Trial Balance, as of the date of each such Accounts Trial Balance: (ia) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) the Accounts they represent undisputed, bona fide transactions the performance of which has been completed by the Borrowertransactions; (iiic) the amounts shown on the applicable Accounts Trial Balance and on Borrower’s 's books and records and all invoices and statements which may be delivered to Agent with respect thereto are actually and absolutely owing solely to the Borrower or one of Borrower's Subsidiaries and are not in any way contingent; (ivd) to the best of Borrower’s knowledge, no payments have been made thereon; (e) there are no setoffs, counterclaims or disputes asserted or, to the best knowledge of Borrower, existing with respect thereto and the neither Borrower nor any of its Subsidiaries has not made any agreement with any Account Debtor for any deduction therefrom except returns, or discounts or allowances for prompt payment allowed by the Borrower and its Subsidiaries in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vf) to the best of Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Borrowing Base Certificate, Borrower’s 's and its Subsidiaries' books and recordsrecords and all invoices and statements delivered to Agent with respect thereto; (vig) to the best of Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventSolvent; except, as to Solvency, for such Eligible Accounts as will not, in the aggregate, give rise to a Material Adverse Effect; and (viih) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or Lien except for the first and valid fully perfected security interest except that of the Lender granted to Agent hereunder, and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not truePermitted Liens.

Account Warranties. With respect to all accounts from time to time scheduled, listed or referred to in any certificate, statement or report delivered to Bank by Borrowers or any of them pursuant to this Agreement or the Loan Documents, each Borrower warrants and represents to Bank that as of the Lender thatdate of such certificate, statement or report: (ia) to Borrower’s knowledge, the Accounts accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) the Accounts accounts represent undisputed, undisputed bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to Bank with respect to the accounts, if any; (iiic) there are no material setoffs, counterclaims or disputes existing or asserted with respect to the amounts accounts and no Borrower has made any agreement with any account debtor for any deduction from any account; (d) there are no facts, events or occurrences which in any way impair the validity or enforcement of any account or tend to reduce the amount payable under any account as shown on the respective certificates and statements, Borrower’s books and records and all invoices and statements actually and absolutely owing delivered to the Borrower and are not in Bank with respect to any way contingentaccount; (ive) to the best of each Borrower’s knowledge, there are no setoffs, counterclaims or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operations; (v) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and records; (vi) to the Borrower’s knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors account debtors have the capacity to contract and are solvent; (viif) the services furnished and/or goods sold giving rise thereto to any account are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted belowBank; (viiig) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the each Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which are likely to might result in any material adverse change in such Account Debtoraccount debtor’s financial condition. The Borrower agrees to notify ; (h) the Lender with respect to any Accounts account is not an account with respect to which the warranties in this subsection 3.1 account debtor is an Affiliate or a director, officer or employee of any Borrower; (i) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (j) the account is not an account with respect to which the account debtor’s obligation to pay the account is conditional upon the account debtor’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bxxx-and-hold, guaranteed sale, sale-and-return, or sale on approval basis; and (k) the amounts shown on the applicable certificates, statements, Borrower’s books and records and all invoices and statements which may be delivered to Bank with respect to such accounts are actually and absolutely owing to such Borrower and are not truein any way contingent. Borrowers shall promptly but in any event within five (5) Business Days, notify Bank in the event that any such account ceases to satisfy the above representations and warranties.

Account Warranties. With respect to all accounts from time to time scheduled, listed or referred to in any certificate, statement or report delivered to Bank by Borrowers or any of them pursuant to this Agreement or the Loan Documents, each Borrower warrants and represents to Bank that as of the Lender thatdate of such certificate, statement or report: (ia) to Borrower’s knowledge, the Accounts accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; (iib) the Accounts accounts represent undisputed, undisputed bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to Bank with respect to the accounts, if any; (iiic) the amounts shown on the Borrower’s books and records and all invoices and statements actually and absolutely owing to the Borrower and are not in any way contingent; (iv) to the best of Borrower’s knowledge, there are no material setoffs, counterclaims or disputes existing or asserted with respect to the accounts and the no Borrower has not made any agreement with any Account Debtor account debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in from any material adverse change in Borrower’s financial condition or business operationsaccount; (vd) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof of any account or tend to reduce the amount payable thereunder under any account as shown on the respective certificates and statements, Borrower’s 's books and recordsrecords and all invoices and statements delivered to Bank with respect to any account; (vie) to the each Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors account debtors have the capacity to contract and are solvent; (viif) the services furnished and/or goods sold giving rise thereto to any account are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted belowBank; (viiig) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the each Borrower’s 's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor account debtor which are likely to might result in any material adverse change in such Account Debtor’s account debtor's financial condition. The Borrower agrees to notify ; (h) the Lender with respect to any Accounts account is not an account with respect to which the warranties in this subsection 3.1 account debtor is an Affiliate or a director, officer or employee of any Borrower; (i) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (j) the account is not an account with respect to which the account debtor's obligation to pay the account is conditional upon the account debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-xxx-hold, guaranteed sale, sale-and-return, or sale on approval basis; and (k) the amounts shown on the applicable certificates, statements, Borrower's books and records and all invoices and statements which may be delivered to Bank with respect to such accounts are actually and absolutely owing to such Borrower and are not truein any way contingent. Borrowers shall promptly but in any event within five (5) Business Days, notify Bank in the event that any such account ceases to satisfy the above representations and warranties.

Account Warranties. Borrower warrants Seller warrants, represents, covenants and represents agrees that the presently existing and hereafter arising, acquired or created Accounts of Seller sold to the Lender thatAllied or in which Allied obtains a security interest: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) will be paid when due (unless the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the BorrowerAccount was purchased Without Recourse); (iii) are owned solely by Seller, which has the amounts shown on power to transfer the Borrower’s books Accounts, and records and all invoices and statements actually and absolutely owing that its title to the Borrower Accounts is free of all adverse claims, liens, security interests and are not in any way contingentrestrictions on transfer, encumbrance or pledge, except as created by this Agreement; (iv) to set forth the best correct and complete terms of Borrower’s knowledgesale, there are no setoffs, counterclaims which have not been and will not be altered or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsamended; (v) are valid and owing, and all goods and services giving rise to the best of Borrower’s knowledge, there are no facts, events Accounts have been provided or occurrences known to delivered in accordance with Seller's agreement with the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and recordsAccount Debtor; (vi) to will not be paid by a preference payment or fraudulent transfer (as defined by the Borrower’s knowledge, and except to Bankruptcy Code or the extent relevant law of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventany state); (vii) the services furnished and/or goods sold giving rise thereto are not and shall not become subject to any lien, claim, encumbrance a defense or security interest except claim in recoupment or setoff that of the Lender and except as specifically permitted belowcan be asserted against Allied; (viii) except are not owing by Account Debtors that were subject to the extent insolvency or bankruptcy proceedings concerning which Seller had any notice as of the allowance for doubtful Accounts shown on date the FinancialsAccount is sold, the Borrower has no knowledge or in which Seller owns an interest of any fact or circumstance which would tend kind; (ix) shall be reflected on Seller's books and records as having been transferred, sold and conveyed to impair the validity or collectibility thereofAllied if Allied purchases such Accounts; and (ixx) except shall be evidenced by an invoice, and each invoice shall have printed on the face thereof a statement, approved by Allied, notifying the Account Debtor that the invoice has been sold and assigned to Allied and is payable only to Allied (or jointly to Allied and Seller) at the extent address designated in such notice and that, if the Account is paid, the Account will be paid by the Account Debtor in accordance with such instructions. The warranties and representations set forth herein shall apply as of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any date each Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts warranty, covenant or agreement set forth above, Seller shall repurchase the applicable Account for the Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller's default for breach of warranty with respect to which the warranties in this subsection 3.1 are not truesuch Account.

Account Warranties. Borrower warrants and represents With respect to Eligible Accounts scheduled, ------------------ listed or referred to in any Accounts Trial Balance delivered to Agent pursuant to the Lender terms hereof, Borrower represents and warrants that, except as disclosed in the applicable Accounts Trial Balance, as of the date of each such Accounts Trial Balance: (ia) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iib) the Accounts they represent undisputed, bona fide transactions the performance of which has been completed by the Borrowertransactions; (iiic) the amounts shown on the applicable Accounts Trial Balance and on Borrower’s 's books and records and all invoices and statements which may be delivered to Agent with respect thereto are actually and absolutely owing solely to the Borrower or one of Borrower's Subsidiaries and are not in any way contingent; (ivd) to the best of Borrower’s knowledge, no payments have been made thereon; (e) there are no setoffsmaterial set-offs, counterclaims or disputes asserted or, to the best knowledge of Borrower, existing with respect thereto and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, for discounts or allowances for prompt payment allowed by the Borrower and its Subsidiaries in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vf) to the best of Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which impair in any way impair material respect the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Borrowing Base Certificate, Borrower’s 's and its Subsidiaries' books and recordsrecords and all invoices and statements delivered to Agent with respect thereto; (vig) to the best of Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventSolvent; except, as to Solvency, for such Eligible Accounts as will not, in the aggregate, give rise to a Material Adverse Effect; and (viih) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or Lien except for the first and valid fully perfected security interest except that of the Lender granted to Agent hereunder, and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not truePermitted Liens.

Account Warranties. Borrower warrants With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance (included in the initial Weekly Report in form and represents substance satisfactory to the Agent) or on any subsequent Accounts Trial Balance or Monthly Report, the Borrower represents and warrants to the Agent and each Lender that, except as disclosed in the applicable Accounts Trial Balance or Monthly Report: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory or the provision of services to customers in all respects what they purport the ordinary course of business completed in accordance with the terms and provisions contained in the documents available to be, the Agent and each Lender with respect thereto and are not evidenced by a judgment, instrument or chattel paper; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the applicable Accounts Trial Balance and on the Borrower’s 's books and records and all invoices and statements which may be delivered to the Agent or any Lender with respect thereto are actually and absolutely owing to the Borrower and are not in any way contingent; (iii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account pursuant to this Agreement; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower in the ordinary course of its business for prompt payment and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result in any material adverse change in Borrower’s financial condition or business operationssuch account; (v) to the best of the Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Monthly Reports, the Borrower’s 's books and recordsrecords and all invoices and statements delivered to the Agent or any Lender with respect thereto; (vi) to the Borrower’s knowledge, and except to the extent best of the allowance for doubtful Accounts shown on the FinancialsBorrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (vii) the Borrower has received no notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition; (viii) the Borrower has no knowledge that any Account Debtor is unable generally to pay its debts as they become due; (ix) the Accounts do not arise from the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (x) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest Lien except that of the Lender and except as specifically permitted belowAgent; (viiixi) except the goods, the sale of which gave rise to the extent Account, are not, and will not at the time of sale thereof, subject to any Lien except that of the allowance Agent, for doubtful the benefit of the Lenders; (xii) the Accounts shown on have not been pledged or sold to any Person or otherwise encumbered and the FinancialsBorrower is the owner of the Accounts free and clear of any Lien except that of the Agent, for the benefit of the Lenders; and (xiii) with respect to Accounts for which the Account Debtor is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, the Borrower has no knowledge of any fact or circumstance which would tend either qualified as a foreign corporation authorized to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to result in any material adverse change transact business in such Account Debtor’s financial condition. The Borrower agrees to notify state or has filed all required Notice of Business Activities Reports or comparable filings with the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not trueapplicable governmental agency or authority.

Account Warranties. Borrower warrants Seller warrants, represents, covenants and represents ------------------- agrees that the presently existing and hereafter arising, acquired or created Accounts of Seller sold to the Lender thatAllied or in which Allied obtains a security interest: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgmentand will not be Disputed; (ii) will be paid when due (unless the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the BorrowerAccount was purchased Without Recourse); (iii) are owned solely by Seller, which has the amounts shown on power to transfer the Borrower’s books Accounts, and records and all invoices and statements actually and absolutely owing that its title to the Borrower Accounts is free of all adverse claims, liens, security interests and are not in any way contingentrestrictions on transfer, encumbrance or pledge, except as created by this Agreement; (iv) to set forth the best correct and complete terms of Borrower’s knowledgesale, there are no setoffs, counterclaims which have not been and will not be altered or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsamended; (v) are valid and owing, and all goods and services giving rise to the best of Borrower’s knowledge, there are no facts, events Accounts have been provided or occurrences known to delivered in accordance with Seller's agreement with the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and recordsAccount Debtor; (vi) to will not be paid by a preference payment or fraudulent transfer (as defined by the Borrower’s knowledge, and except to Bankruptcy Code or the extent relevant law of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solventany state); (vii) the services furnished and/or goods sold giving rise thereto are not and shall not become subject to any lien, claim, encumbrance a defense or security interest except claim in recoupment or setoff that of the Lender and except as specifically permitted belowcan be asserted against Allied; (viii) except are not owing by Account Debtors that were subject to the extent insolvency or bankruptcy proceedings concerning which Seller had any notice as of the allowance for doubtful Accounts shown on date the FinancialsAccount is sold, the Borrower has no knowledge or in which Seller owns an interest of any fact or circumstance which would tend to impair kind; (ix) shall be reflected on Seller's books and records in accordance with generally accepted accounting principles and disclosures required by the validity or collectibility thereofSecurities and Exchange Commission; and (ixx) except shall be evidenced by an invoice, and each invoice shall have printed on the face thereof a statement, approved by Allied, notifying the Account Debtor that the invoice has been sold and assigned to _____ INITIAL Exhibit 4.1 Allied and is payable only to Allied (or jointly to Allied and Seller) at the extent address designated in such notice and that, if the Account is paid, the Account will be paid by the Account Debtor in accordance with such instructions. The warranties and representations set forth herein shall apply as of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any date each Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender is sold hereunder and shall continue with respect to each Account until each such Account is paid. If Seller breaches any Accounts warranty, covenant or agreement set forth above, Seller shall repurchase the applicable Account for the Repurchase Price, or pay the Account; such payment or repurchase shall cure Seller's default for breach of warranty with respect to which the warranties in this subsection 3.1 are not truesuch Account.

Account Warranties. Borrower warrants and represents to the Lender that: (i) to Borrower’s 's knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the Borrower’s 's books and records and all invoices and statements actually and absolutely owing to the Borrower and are not in any way contingent; (iv) to the best of Borrower’s 's knowledge, there are no setoffs, counterclaims or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s 's financial condition or business operations; (v) to the best of Borrower’s 's knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s 's books and records; (vi) to the Borrower’s 's knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s 's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to result in any material adverse change in such Account Debtor’s 's financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.

Account Warranties. With respect to Accounts scheduled, listed or referred to on the initial Accounts Trial Balance included in the initial Monthly Report or on any subsequent Accounts Trial Balance or Borrowing Base Certificate of Borrowers, each Borrower represents and warrants and represents to the Lender that, except as disclosed in the applicable Accounts Trial Balance or Borrowing Base Certificate: (i) to Borrower’s knowledge, the Accounts are genuine, are represent bona fide sales of Inventory by such Borrower or the provision of services to customers in all respects what they purport the ordinary course of business completed in accordance with the terms and provisions contained in the documents available to be, Lender with respect thereto and are not evidenced by a judgment; judgment or by an Instrument or Chattel Paper (ii) the Accounts represent undisputedwith respect to Deferred Billing Program Accounts, arise or are related to bona fide transactions credit card sales of Inventory by such Borrower or the performance provision of which has been services to Consumers in the ordinary course of business completed in accordance with the terms and provisions of the applicable Credit Card Service Agreement with respect thereto and are not evidenced by the Borrowera judgment or by an Instrument or Chattel Paper; (iii) the amounts shown on the applicable Accounts Trial Balance and on such Borrower’s 's books and records and all invoices and statements which may be delivered to Lender with respect thereto are actually and absolutely owing to the such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately delivered to the best of Borrower’s knowledge, a Master Account or other Bank Agent Account maintained for that purpose pursuant to this Agreement; (v) there are no setoffs, counterclaims claims or disputes existing or asserted with respect thereto and the Borrower has Borrowers have not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the such Borrower in the ordinary course of its business for prompt payment and which are not likely discount and allowance is reflected in the calculation of the face amount of each invoice related to result such Account unless such setoff, claim or dispute has been waived by such Account Debtor in any material adverse change in Borrower’s financial condition or business operationswriting; (vvi) to the best of Borrower’s Borrowers' knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balances or Borrowing Base Certificates, such Borrower’s 's books and recordsrecords and all invoices and statements delivered to Lender with respect thereto; (vivii) to the Borrower’s best of Borrowers' knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted belowSolvent; (viii) except to the extent Borrowers have received no notice of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending or have been taken against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition. The ; (ix) Borrowers have no knowledge that any Account Debtor is unable generally to pay its debts as they become due; (x) the Accounts do not arise from or relate to the sale of Inventory produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1); (xi) the services furnished and/or Inventory sold giving rise or relating to the Account are not, and will not be at the time of sale thereof, subject to any Lien except that of Lender; (xii) the Accounts have not been pledged or sold to any Person or otherwise encumbered and such Borrower agrees to notify is the Lender owner of the Accounts free and clear of any Lien except that of Lender; (xiii) with respect to Accounts for which the Account Debtor is located in any Accounts state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, such Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed all required Notice of Business Activities Reports or comparable filings with the applicable Governmental Authority; and (xiv) with respect to which Deferred Billing Program Accounts, such Borrower has received authorization from a Credit Card Servicer prior to shipping the warranties in this subsection 3.1 are not trueInventory giving rise to such Deferred Billing Program Account and, if the Deferred Billing Program Account is unpaid more than 60 days from the date the underlying Inventory was shipped, has received subsequent authorization between 30 and 60 days of shipping such Inventory.

Account Warranties. With respect to Accounts scheduled, listed ------------------ or referred to on the initial Accounts Trial Balance, on any subsequent Accounts Trial Balance or on any Collateral Report or Monthly Report, the Borrower warrants and represents to the Agent and each Lender that: (ia) it is the lawful owner of such Accounts and it has the right to Borrower’s knowledgesubject such Accounts to a security interest in favor of the Agent, for the Accounts benefit of the Lenders; (b) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (iic) the Accounts they represent undisputed, bona fide transactions completed in accordance with the performance of which has been completed by terms and provisions contained in the Borrowerdocuments delivered to the Agent with respect thereto; (iiid) the amounts shown on the respective Accounts Trial Balance, the respective Collateral Report or Monthly Report, the Borrower’s 's books and records records, and all invoices and statements which may be delivered to the Agent with respect thereto, are actually and absolutely owing to the Borrower and are not in any way contingent; (ive) no payments have been or shall be made thereon except payments immediately delivered to the best of Borrower’s knowledge, Agent pursuant to this Agreement; (f) there are no setoffs, counterclaims or disputes asserted, or, to the best of the Borrower's knowledge, existing, with respect thereto and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts a discount or allowances for prompt payment allowance allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operationsfor prompt payment; (vg) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to of which the Borrower has knowledge which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the respective Accounts Trial Balance, the respective Collateral Report or Monthly Report, the Borrower’s 's books and records, and all invoices and statements delivered to the Agent with respect thereto; (vih) to the Borrower’s knowledge, and except to the extent best of the allowance for doubtful Accounts shown on the FinancialsBorrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject were not, at the time of sale by the Borrower to any Account Debtor, subject, to any lien, claim, encumbrance or security interest except that of the Lender Agent, for the benefit of the Lenders, and except as specifically permitted below; (viiij) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ixk) except to the extent best of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s 's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to might result in any material adverse change in such Account Debtor’s 's financial condition; and (1) such Accounts satisfy the objective criteria for inclusion as Eligible Accounts set forth in Section 3.2. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.-----------