BEHALF OF
BORROWER GROUP OR ANY SUBSIDIARY CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED THEREIN NOT MISLEADING, AND THERE ARE NO FACTS KNOWN TO BORROWER GROUP
WHICH MATERIALLY OR ADVERSELY AFFECT, OR IN THE FUTURE MAY SO AFFECT, THEIR
BUSINESS, OPERATIONS, PROPERTIES, ASSETS OR FINANCIAL CONDITION.
8.2
Account Warranties and Representations.With respect to its
Accounts, Borrower Group warrants and represents to Lender that Lender may rely,
in determining which Accounts listed on any Schedule of Accounts and/or
Borrowing Base Certificate are Qualified Accounts, on all statements or
representations made by Borrower Group on or with respect to any such Schedule
and, unless otherwise indicated in writing by Borrower Group, that:
(A)
THEY ARE GENUINE, ARE IN ALL RESPECTS WHAT THEY PURPORT TO
BE, ARE NOT EVIDENCED BY A JUDGMENT AND ARE EVIDENCED BY ONLY ONE, IF ANY,
EXECUTED ORIGINAL INSTRUMENT, AGREEMENT, CONTRACT OR DOCUMENT, WHICH HAS BEEN
DELIVERED TO LENDER;
(B)
THEY REPRESENT UNDISPUTED, BONA FIDE TRANSACTIONS COMPLETED IN
ACCORDANCE WITH THE TERMS AND PROVISIONS CONTAINED IN ANY DOCUMENTS RELATED
THERETO;
(C)
THE FACE AMOUNTS SHOWN ON ANY SCHEDULE OF ACCOUNTS PROVIDED
TO LENDER AND ALL INVOICES AND STATEMENTS DELIVERED TO LENDER WITH RESPECT TO
ANY ACCOUNT ARE ACTUALLY AND ABSOLUTELY OWING TO BORROWER GROUP AND ARE NOT
CONTINGENT FOR ANY REASON;
18
(D)
TO THE BEST OF BORROWER GROUP'S KNOWLEDGE, THERE ARE NO
SETOFFS, COUNTERCLAIMS OR DISPUTES EXISTING, MADE OR ASSERTED WITH RESPECT
THERETO AND BORROWER GROUP HAS NOT MADE ANY AGREEMENT WITH ANY ACCOUNT DEBTOR
THEREUNDER FOR ANY DEDUCTION THEREFROM, EXCEPT DISCOUNTS OR ALLOWANCES ALLOWED
BY BORROWER GROUP IN THE ORDINARY COURSE OF ITS BUSINESS FOR PROMPT PAYMENT, ALL
OF WHICH DISCOUNTS OR ALLOWANCES ARE REFLECTED IN THE CALCULATION OF THE FACE
AMOUNT OF THE INVOICES TO WHICH SUCH DISCOUNTS OR ALLOWANCES RELATE;
(E)
TO THE BEST OF BORROWER GROUP'S KNOWLEDGE, THERE ARE NO
FACTS, EVENTS OR OCCURRENCES WHICH IN ANY WAY IMPAIR THE VALIDITY OR ENFORCEMENT
THEREOF OR TEND TO REDUCE THE AMOUNT PAYABLE THEREUNDER FROM THE INVOICE FACE
AMOUNT SHOWN ON ANY SCHEDULE OF ACCOUNTS AND ALL CONTRACTS, INVOICES AND
STATEMENTS DELIVERED TO LENDER WITH RESPECT THERETO;
(F)
BORROWER GROUP HAS NO KNOWLEDGE THAT ANY ACCOUNT DEBTORS (I)
DID NOT HAVE THE CAPACITY TO CONTRACT AT THE TIME ANY CONTRACT OR OTHER DOCUMENT
GIVEN RISE TO THE ACCOUNT WAS EXECUTED, AND (II) IS NOT SOLVENT;
(G)
THE ACCOUNTS ARE NOT SUBJECT TO ANY LIEN (INCLUDING THE
INTEREST OF ANY SURETY COMPANY);
(H)
THE GOODS GIVING RISE TO THE ACCOUNTS ARE NOT, AND WERE NOT AT
THE TIME OF THE SALE THEREOF, SUBJECT TO ANY LIEN, EXCEPT THOSE OF LENDER AND
THOSE REMOVED OR TERMINATED ON OR PRIOR TO THE DATE HEREOF;
(I)
BORROWER GROUP HAS NO KNOWLEDGE OF ANY FACT OR CIRCUMSTANCE
WHICH WOULD IMPAIR THE VALIDITY OR COLLECTABILITY THEREOF;
(J)
TO THE BEST OF BORROWER GROUP'S KNOWLEDGE, THERE ARE NO
PROCEEDINGS OR ACTIONS WHICH ARE THREATENED OR PENDING