Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted Liens; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.2).

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s 's Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of raw materials or finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.2)7.2) for which Bank has received a bailee waiver.

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not If an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of and the other Loan Documents and is not subject to any other liens except for any other Permitted Liens; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).

Accounts Receivable; Inventory. For any Eligible Account or Recurring Royalty Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts or Recurring Royalty Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s 's Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; Account or Recurring Royalty Account by (i) mail, electronic mail or facsimile transmission with Borrowers initiating the verification and Bank receiving such verification directly from the relevant Account Debtor, or (ii) telephone, provided thatthat one or more officers, prior to the occurrence employees or other representatives of an Event of Default, acceptable forms of notification a Borrower initiates and conducts any telephone call regarding any such verification may include while Bank is present on such form and manner as will be reasonably determined by Bank and Borrowercall. All sales and other transactions underlying or giving rise to each Eligible Account or Recurring Royalty Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts or Recurring Royalty Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts or Recurring Royalty Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goodsexcept as enforceability may be limited by applicable bankruptcy, in goodinsolvency, newreorganization, arrangement, moratorium or other similar laws affecting creditors’ rights and remedies generally, and salable condition, which general principles of equity (regardless of whether such enforceability is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works considered in progress, packaging or shipping materials, or supplies; (b) meets a proceeding in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted Liens; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (equity or at any location permitted under Section 5.2law).

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct in all material respects and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all material respects what they purport to be. Whether If a Default or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance in all material respects with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be (a) Set forth on Disclosure Schedule 3.10(a) is a true and correct complete list of all accounts receivable of the Company and all such invoicesthe Subsidiaries as of December 7, instruments 2016 (together with any other accounts receivable of the Company and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount Subsidiaries arising during the period from the date of such Eligible Account; provided that, prior disclosure to the occurrence Closing Date, the “Accounts Receivable”). Each Account Receivable (i) existing as of an Event the date of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply a Financial Statement is properly included in all material respects with all the applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable Financial Statement in accordance with their terms. For any item GAAP and is valued for purposes of Inventory consisting the Financial Statements in accordance with GAAP; (ii) represents actual amounts incurred by the applicable account debtor; (iii) represents a sale made in the Ordinary Course and which arose pursuant to an enforceable written contract for a bona fide sale of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, newgoods or services performed, and salable condition, the Company and the Subsidiaries have performed all of the obligations to produce and deliver the goods or perform the services to which such Account Receivable relates; and (iv) is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, current and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, collectible except to the extent applicable; of reserves for uncollectible accounts applied in accordance with GAAP. No agreement for deduction, free goods, discount, or other deferred price or quantity adjustment has been made with respect to any Account Receivable. Except for the allowance for doubtful accounts and other customary industry allowances (dincluding returns, discounts and other customary industry allowances) on the Balance Sheet, no Account Receivable is not subject to any Lienscounterclaim, except set-off, defense, security interest, claim, or other encumbrance. Neither the first priority Liens granted Company nor any Subsidiary has collected, or accelerated the collection of, any Accounts Receivable in favor of Bank under this Agreement or any a manner that is inconsistent with the operation of the other Loan Documents business of the Company and Permitted Liens; and (e) is located at the locations identified by Borrower Subsidiaries in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.2)Ordinary Course.

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base CertificateTransaction Report, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base CertificateTransaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificatethis or the EXIM Loan Agreement, such Inventory (a) consists of finished goodsgoods or raw materials, in good, new, and salable condition, which is not perishable, slow-moving, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of raw materials or finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).”

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not If an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standardsstandards having jurisdiction over such Inventory; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Borrowers’ Books are genuine and in all respects what they purport to be. Whether or not If an Event of Default has occurred and is continuingcontinuing or if Bank otherwise deems it necessary in its good faith judgment, Bank may notify any Account Debtor owing either Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Neither Borrower has no any knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of each Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. Each Borrower shall direct all Account Debtors to make payments in respect of all Accounts to a lockbox maintained with the Bank. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower Borrowers in the Perfection Certificate where it either Borrower maintains Inventory (or at any location permitted under Section 5.27.2).

Accounts Receivable; Inventory. For any each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account in any Borrowing Base Certificate, all Account. DMS 00000000.99 All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such the Eligible Accounts are and shall be true and correct in all material respects and all such invoices, instruments and other documents, and all of Borrower’s 's Books are genuine and in all material respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s 's knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” Inventory in any Borrowing Base Certificate, such Inventory (ai) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (bii) meets in all material respects all applicable governmental standards; (ciii) has been manufactured in compliance in all material respects with the Fair Labor Standards Act, to the extent applicable; (div) is not subject to any Liens, except the first priority Liens granted or in favor of Bank Collateral Agent under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (ev) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not If an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects meets all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located in the United States at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2), and in the case of Inventory in the possession of another Person, Bank has received written acknowledgment from such Person in form reasonably acceptable to Bank.

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of raw materials or finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; and (e) is located at the locations identified by Borrower address set forth in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.2)10 hereof.

Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account; provided that, prior to the occurrence of an Event of Default, acceptable forms of notification and verification may include such form and manner as will be reasonably determined by Bank and Borrower. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies, or consists of raw materials considered saleable by Bank in its sole discretion; (b) meets in all material respects all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act, to the extent applicable; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and Permitted LiensDocuments; (e) does not consist of Inventory sold on consignment, (f) is not over one year old; and (eg) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 5.27.2).