Covenants Relating to Accounts, Etc. (i) Each Borrower will perform and comply with all obligations in respect of Accounts, Chattel Paper, Contracts and Licenses and all other agreements to which it is a party or by which it is bound, unless and except to the extent that the same are being Properly Contested. (ii) No Borrower will, without Secured Party's prior written consent, with respect to any Eligible Accounts and, after the occurrence of, and during the continuance of, any Default or Event of Default, any Accounts, Chattel Paper or Instruments, grant any extension of the time of payment of any of the Accounts, Chattel Paper or Instruments, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon other than trade discounts granted in the ordinary course of business of such Borrower. (iii) Secured Party may rely, in determining which Accounts listed on any Borrowing Base Certificate, collateral valuation report or any other report delivered by a Borrower to Secured Party pursuant to the Loan Agreement are Eligible Accounts, on all statements or representations made by such Borrower on or with respect to any such certificate or report and, unless otherwise indicated in writing by such Borrower, that: (A) they are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are only evidenced by one, if any, executed original instrument, agreement, contract, or document, which, if requested by Secured Party, has been delivered to Secured Party; (B) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) except as set forth in Subsection (D) below, the amounts of the face value shown on any certificate or report provided to Secured Party, and/or any invoices and statements delivered to Secured Party with respect to any Account are actually and absolutely owing to such Borrower and are not contingent for any reason; (D) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and such Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except for discounts, rebates or allowances by such Borrower in the ordinary course of its business for prompt payments, all of which discounts, rebates or allowances are reflected in the calculation of the face value of each respective invoice related thereto or have been disclosed by such Borrower to Secured Party in writing; (E) there are no facts, events, or occurrences which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount of the invoice face value shown on any such certificate or report and on all contracts, invoices and statements delivered to Secured Party with respect thereto; (F) to the best of each Borrower's knowledge, all Account Debtors thereunder had the capacity to contract at the time any contract or other document giving rise to the Account was executed and are solvent; (G) the goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any lien, claim, encumbrance or security interest, except those of Secured Party and those removed, terminated or assigned to Secured Party on or prior to the date hereof; (H) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; (I) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in its financial condition; (J) no security interest therein has been granted by such Borrower to any Person other than that granted to Secured Party pursuant hereto; and (K) each invoice or other evidence of payment obligation furnished to Account Debtors with respect to outstanding Accounts is issued in Borrower's corporate name; provided, however, that a Borrower may use other trade styles different from its corporate name from time to time for invoicing purposes so long as (i) such Borrower shall notify Secured Party in writing thereof prior to the use of such trade styles; (ii) the Accounts so created and the payments received with respect thereto shall be and remain Borrower's property; (iii) no other person shall have any interest in such Accounts; and (iv) the trade styles so used are names either owned by such Borrower or for the use of which such Borrower shall have obtained prior approval.
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Covenants Relating to Accounts, Etc. (i) Each Borrower Obligor will perform and comply with all material obligations in respect of Accounts, Chattel Paper, Contracts and Licenses and all other material agreements to which it is a party or by which it is bound, unless and except to the extent that the same are being Properly Contestedproperly contested in good faith.
(ii) No Borrower willObligor will not, without Secured PartyCollateral Agent's prior written consent, with respect to any Eligible Accounts and, after the occurrence of, and during the continuance of, any Default or Event of Default, any Accounts, Chattel Paper or Instruments, grant any extension of the time of payment of any of the Accounts, Chattel Paper or Instruments, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon other than trade discounts granted in the ordinary course of business of such BorrowerObligor.
(iii) Secured Party Collateral Agent may rely, in determining which Accounts listed on any Borrowing Base Certificate, the collateral valuation report or any other report delivered by a Borrower to Secured Party pursuant value to the Loan Agreement are Eligible AccountsLenders of the Accounts from time to time, on all statements or representations made by such Borrower Obligor on or with respect to the Accounts in any such certificate certificate, schedule or report and, unless otherwise indicated in writing by such BorrowerObligor, that: (A) they They are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are only evidenced by one, if any, executed original instrument, agreement, contract, or document, which, if requested by Secured PartyCollateral Agent, has been delivered to Secured PartyCollateral Agent; (B) they They represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) except Except as set forth in Subsection (D) below, the amounts of the face value shown on any certificate or report provided to Secured PartyCollateral Agent, and/or any invoices and statements delivered to Secured Party Collateral Agent with respect to any Account are actually and absolutely owing to such Borrower Obligor and are not contingent for any reason; (D) there There are no setoffs, counterclaims or disputes existing or asserted with respect thereto and such Borrower Obligor has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except for discounts, rebates or allowances by such Borrower Obligor in the ordinary course of its business for prompt payments, all of which discounts, rebates or allowances are reflected in the calculation of the face value of each respective invoice related thereto or have been disclosed by such Borrower Obligor to Secured Party Collateral Agent in writing; (E) there There are no facts, events, or occurrences which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount of the invoice face value shown on any such certificate or report and on all contracts, invoices and statements delivered to Secured Party Collateral Agent with respect thereto; (F) to To the best of each BorrowerObligor's knowledge, all Account Debtors thereunder (x) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (y) are solvent; (G) the goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any lien, claim, encumbrance or security interest, except those of Secured Party and those removed, terminated or assigned to Secured Party on or prior to the date hereof; (H) such Borrower Obligor has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; (IH) to To the best of such BorrowerObligor's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in its financial condition; (JI) no No security interest therein has been granted by such Borrower Obligor to any Person other than that granted to Secured Party Collateral Agent pursuant hereto; and (KJ) each Each invoice or other evidence of payment obligation furnished to Account Debtors with respect to outstanding Accounts is issued in BorrowerObligor's corporate company name; provided, however, that a Borrower Obligor may use other trade styles different from its corporate company name from time to time for invoicing purposes so long as (i) such Borrower Obligor shall notify Secured Party Collateral Agent in writing thereof prior to the use of such trade styles; (ii) the Accounts so created and the payments received with respect thereto shall be and remain BorrowerObligor's property; (iii) no other person Person shall have any interest in such Accounts; and (iv) the trade styles so used are names either owned by such Borrower Obligor or for the use of which such Borrower Obligor shall have obtained prior approval.
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