Common use of Validity of Accounts Clause in Contracts

Validity of Accounts. (a) The amount of each Account shown on the books, records, and invoices of the Loan Parties represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Party. (b) The Lender, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s Account Debtors), and with each Loan Party’s accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender and to provide the Lender with such information and materials as the Lender may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (c) No Loan Party has knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender of any such fact immediately after a Loan Party becomes aware of any such impairment. (d) Except as set forth in EXHIBIT 6-3, no Loan Party shall post any bond to secure a Loan Party’s performance under any agreement to which a Loan Party is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party (other than to the Lender) in the event of Loan Party’s failure so to perform.

Validity of Accounts. (a) The amount of each Account shown on the books, records, and invoices of the Loan Parties represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Party. (b) The LenderAgent, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s Account Debtors), and with each Loan Party’s accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender Agent and to provide the Lender Agent with such information and materials as the Lender Agent may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (c) No Loan Party has knowledge of any impairment of the validity or collectibility collectability of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender Agent of any such fact immediately after a Loan Party becomes aware of any such impairment. (d) Except as set forth in EXHIBIT 6-3, no Loan Party shall post any bond to secure a Loan Party’s performance under any agreement to which a Loan Party is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party (other than to the LenderAgent or ABL Agent) in the event of Loan Party’s failure so to perform, if the amount of any such bond or other obligation of a Loan Party exceeds $50,000 in any one instance, and after giving effect to all existing bonds and obligations permitted hereunder, the aggregate amount thereof does not exceed $1,000,000.

Validity of Accounts. (a) The To the best knowledge of the Principal Borrowers, the amount of each Account shown on the books, records, and invoices of the Loan Parties a Principal Borrower represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Partythat Principal Borrower. (b) The Lender, from time to time (at the expense of the Borrower Principal Borrowers in each instance), may upon prior written or telephonic or facsimile notice to the Agent Borrower (with no notice required if Event of Default has occurred and is continuing) verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s Principal Borrower's Account Debtors), and with each Loan Party’s Principal Borrower's accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender and to provide the Lender with such information and materials as the Lender may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (c) No Loan Party Principal Borrower has knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender of any such fact immediately after a Loan Party any Principal Borrower becomes aware of any such impairment. (d) Except as set forth No Principal Borrower shall, other than in EXHIBIT 6-3the ordinary course of business, no Loan Party shall post any bond to secure a Loan Party’s that Principal Borrower's performance under any agreement to which a Loan Party that Principal Borrower is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party that Principal Borrower (other than to the Lender) in the event of Loan Party’s that Principal Borrower's failure so to perform.

Validity of Accounts. (a) The amount of each Acceptable Account shown on the books, records, and invoices of the Loan Parties each Borrower represented as owing by each Account Debtor is and will be be, to the best of Borrower's knowledge, the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan PartyBorrower. (b) The LenderCollateral Agent, from time to time in its reasonable discretion (at the expense of the Borrower Borrowers in each instance), in accordance with the Collateral Agent's usual procedures and customary commercial practices, may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s the Borrowers' Account Debtors), and with each Loan Party’s the Borrowers' accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender Collateral Agent and to provide the Lender Collateral Agent with such information and materials as the Lender Collateral Agent may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (c) No Loan Party has The Borrowers have no knowledge of any material impairment of the validity or collectibility of any of the Acceptable Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender Collateral Agent of any such fact immediately after a Loan Party any Borrower becomes aware of any such impairment. (d) Except as set forth in EXHIBIT 6-3the ordinary course of business, no Loan Party Borrower shall post any bond to secure a Loan Party’s such Borrower's performance under any agreement to which a Loan Party such Borrower is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party any Borrower (other than to the LenderCollateral Agent) in the event of Loan Party’s any Borrower's failure so to perform.

Validity of Accounts. (a) The amount of each Account shown on the books, records, and invoices of the Loan Parties Borrower and AWI represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Partythe Borrower and AWI. (b) The Lender, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s the Borrower's and AWI's Account Debtors), and with each Loan Party’s the Borrower's and AWI's accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender and to provide the Lender with such information and materials as the Lender may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (c) No Loan Party Neither the Borrower nor AWI has knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender of any such fact immediately after a Loan Party Borrower or AWI becomes aware of any such impairment. (d) Except as set forth in EXHIBIT 6-3, no Loan Party neither the Borrower nor AWI shall post any bond to secure a Loan Party’s the Borrower's or AWI's performance under any agreement to which a Loan Party the Borrower or AWI is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party the Borrower or AWI (other than to the Lender) in the event of Loan Party’s the Borrower's or AWI's failure so to perform.

Validity of Accounts. (a) The amount of each Account shown on the books, records, and invoices of the Loan Parties represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of businessbusiness consistent with past practices) and shall have been fully earned by performance by such Loan Party. (b) The LenderAgent, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s Account Debtors), and with each Loan Party’s accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender Agent and to provide the Lender Agent with such information and materials as the Lender Agent may request), ; provided that, as so long as no Suspension Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (c) No Loan Party has knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of businessbusiness consistent with past practices) and shall notify the Lender Agent of any such fact immediately after a Loan Party becomes aware of any such impairment. (d) Except as set forth in EXHIBIT 6-3, no Loan Party shall post any bond to secure a Loan Party’s performance under any agreement to which a Loan Party is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party (other than to the LenderAgent) in the event of Loan Party’s failure so to perform, if the amount of any such bond or other obligation of a Loan Party exceeds $150,000 in any one instance, and after giving effect to all existing bonds and obligations permitted hereunder, the aggregate amount thereof does not exceed $250,000.

Validity of Accounts. (a) The amount of each Account shown on the books, records, and invoices of the Loan Parties Borrowers represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Partythe Borrowers. (b) The LenderUpon and following the occurrence and during the continuance of any Suspension Event, the Collateral Agent from time to time (at the expense of the Borrower in each instance), may verify in reasonable cooperation with the validity, amount, and all other matters with respect to Term Loan Collateral Agent the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s the Borrowers’ Account Debtors), and with each Loan Party’s accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender and to provide the Lender with such information and materials as the Lender may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall to be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed)undertaken in keeping with commercially reasonable commercial lending standards. (c) No Loan Party has The Borrowers have no knowledge of any impairment of the validity or collectibility of any material portion of the Accounts (and no knowledge of any impairment of the validity or collectibility of any of the Eligible Accounts (other than customary adjustments and chargebacks in the ordinary course of businessor Eligible Credit Card Receivables) and the Lead Borrower shall notify the Lender Collateral Agent of any such fact immediately after a Loan Party any Borrower becomes aware of any such impairment. (d) Except as set forth with respect to performance bonds in EXHIBIT 6-3respect of construction contracts, no Loan Party up to an aggregate maximum of $2,500,000, for which the sole collateral is the Borrower’s cash, the Borrowers shall not post any bond to secure a Loan Party’s any Borrowers’ performance under any agreement to which a Loan Party any Borrower is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party any Borrower (other than to the LenderAgent or the Term Loan Agent) in the event of Loan Partysuch Borrower’s failure so to perform.

Validity of Accounts. (a) The amount of each Account shown on the books, records, and invoices of the Loan Parties Borrower represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Partythe Borrower. (b) The LenderAgent, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s the Borrower's Account Debtors), and with each Loan Party’s the Borrower's accountants, collection Exhibit 10.4 agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender and to provide the Lender Agent with such information and materials as the Lender Agent may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (c) No Loan Party The Borrower has no knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender Agent of any such fact immediately after a Loan Party Borrower becomes aware of any such impairment. (d) Except as set forth in EXHIBIT 6-3, no Loan Party the Borrower shall not post any bond to secure a Loan Party’s the Borrower's performance under any agreement to which a Loan Party the Borrower is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party the Borrower (other than to the LenderAgent) in the event of Loan Party’s the Borrower's failure so to perform.

Validity of Accounts. (ai) The amount of each Account shown on the books, records, and invoices of the Loan Parties represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Party. (bii) The Lender, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s Account Debtors), and with each Loan Party’s accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender and to provide the Lender with such information and materials as the Lender may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). (ciii) No Loan Party has knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender of any such fact immediately after a Loan Party becomes aware of any such impairment. (div) Except as set forth in EXHIBIT 6-3, no Loan Party shall post any bond to secure a Loan Party’s performance under any agreement to which a Loan Party is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party (other than to the Lender) in the event of Loan Party’s failure so to perform.