EQUIVALENTS
FOR SIMILAR CASH EQUIVALENTS OF SMALLER OR LARGER DETERMINATIONS, OR FOR OTHER
CASH EQUIVALENTS, CREDITED TO THE COLLATERAL ACCOUNT.
SECTION 7.
Release of Amounts.
To the extent that (a) any proceeds were
deposited in a Pledged Account during the continuance of an Event of Default and
(b) there are remaining proceeds in such Pledged Account upon the termination of
such Event of Default, so long as no Event of Default shall have occurred and be
continuing, the Collateral Agent will pay and release, or direct the applicable
Pledged Account Bank to pay and release, to the applicable Grantor or at its
order or, at the request of such Grantor, to the Collateral Agent to be applied
to the Obligations of the Grantors under the Loan Documents, such amount, if
any, as is then on deposit in such Pledged Account, in each case to the extent
permitted to be released under the terms of the Credit Agreement.
SECTION 8.
Representations and Warranties.
Each Grantor represents and
warrants as follows:
(A)
SUCH GRANTOR'S EXACT LEGAL NAME, AS DEFINED
IN SECTION 9-503(A) OF THE UCC, IS CORRECTLY SET FORTH IN SCHEDULE VI HERETO.
SUCH GRANTOR'S LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,
JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY,
IS SET FORTH IN SCHEDULE VI HERETO AND IS ACCURATE IN ALL MATERIAL RESPECTS.
WITHIN THE FIVE YEARS PRECEDING THE DATE HEREOF, SUCH GRANTOR HAS NOT CHANGED
ITS LEGAL NAME, LOCATION (AS DEFINED IN THE UCC), CHIEF EXECUTIVE OFFICE, TYPE
OF ORGANIZATION, JURISDICTION OF ORGANIZATION OR ORGANIZATIONAL IDENTIFICATION
NUMBER, IF ANY, FROM THOSE SET FORTH IN SCHEDULE VI HERETO EXCEPT AS SET FORTH
IN SCHEDULE VII HERETO.
(B)
SUCH GRANTOR IS THE LEGAL AND BENEFICIAL
OWNER OF, OR WITH RESPECT TO INTELLECTUAL PROPERTY HAS THE RIGHT TO USE, THE
COLLATERAL FOR WHICH A SECURITY INTEREST IS GRANTED OR PURPORTED TO BE GRANTED
BY IT UNDER THIS AGREEMENT FREE AND CLEAR OF ANY LIEN, CLAIM, OPTION OR RIGHT OF
OTHERS, EXCEPT FOR THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT OR
OTHERWISE PERMITTED UNDER THE CREDIT AGREEMENT.
NO EFFECTIVE FINANCING
STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE
COLLATERAL OR LISTING SUCH GRANTOR AS DEBTOR IS ON FILE IN ANY RELEVANT
RECORDING OFFICE, EXCEPT SUCH AS MAY HAVE BEEN FILED IN FAVOR OF THE COLLATERAL
AGENT RELATING TO THE LOAN DOCUMENTS OR AS OTHERWISE PERMITTED UNDER THE CREDIT
AGREEMENT.
(C)
ALL OF THE EQUIPMENT AND INVENTORY (OTHER
THAN EQUIPMENT AND INVENTORY THAT IS (I) LOCATED AT CUSTOMER OR SUPPLIER
LOCATIONS IN THE NORMAL COURSE OF BUSINESS OR (II) IN TRANSIT OR OUT FOR REPAIR
OR FURTHER PROCESS) OF SUCH GRANTOR ARE LOCATED AT THE PLACES SPECIFIED THEREFOR
IN SCHEDULE VIII HERETO OR AT ANOTHER OWNED OR LEASED LOCATION AS TO WHICH SUCH
GRANTOR HAS COMPLIED (OR WILL COMPLY WITHIN THE PERIOD SET FORTH THEREIN) WITH
THE REQUIREMENTS OF SECTION 10 OR OTHERWISE HAS AN AGGREGATE BOOK VALUE OF NO
MORE THAN $250,000.
(D)
NONE OF THE RECEIVABLES