OTHER AGREEMENTS, DOCUMENTS
AND INSTRUMENTS AS MAY BE REASONABLY REQUIRED BY LENDER TO PERFECT THE SECURITY
INTERESTS OF LENDER IN THOSE ACCOUNTS OF AN ACCOUNT DEBTOR WITH ITS CHIEF
EXECUTIVE OFFICE OR PRINCIPAL PLACE OF BUSINESS IN CANADA IN ACCORDANCE WITH THE
APPLICABLE LAWS OF THE PROVINCE OF CANADA IN WHICH SUCH CHIEF EXECUTIVE OFFICE
OR PRINCIPAL PLACE OF BUSINESS IS LOCATED AND TAKE OR CAUSE TO BE TAKEN SUCH
OTHER AND FURTHER ACTIONS AS LENDER MAY REASONABLY REQUEST TO ENABLE LENDER AS
SECURED PARTY WITH RESPECT THERETO TO COLLECT SUCH ACCOUNTS UNDER THE APPLICABLE
FEDERAL OR PROVINCIAL LAWS OF CANADA) OR, AT LENDER'S OPTION, IF THE CHIEF
EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS OF THE ACCOUNT DEBTOR WITH
RESPECT TO SUCH ACCOUNTS IS LOCATED OTHER THAN IN THE UNITED STATES OF AMERICA
OR CANADA, THEN IF EITHER:
(A) THE ACCOUNT DEBTOR HAS DELIVERED TO SUCH
BORROWER AN IRREVOCABLE LETTER OF CREDIT ISSUED OR CONFIRMED BY A BANK
REASONABLY SATISFACTORY TO LENDER AND PAYABLE ONLY IN THE UNITED STATES OF
AMERICA AND IN U.S. DOLLARS, SUFFICIENT TO COVER SUCH ACCOUNT, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND IF REASONABLY REQUIRED BY
LENDER, THE ORIGINAL OF SUCH LETTER OF CREDIT HAS BEEN DELIVERED TO LENDER OR
LENDER'S AGENT AND THE ISSUER THEREOF, AND SUCH BORROWER HAS COMPLIED WITH THE
TERMS OF SECTION 5.2(F) HEREOF WITH RESPECT TO THE ASSIGNMENT OF THE PROCEEDS OF
SUCH LETTER OF CREDIT TO LENDER OR NAMING LENDER AS TRANSFEREE BENEFICIARY
THEREUNDER, AS LENDER MAY SPECIFY, OR (B) SUCH ACCOUNT IS SUBJECT TO CREDIT
INSURANCE PAYABLE TO LENDER ISSUED BY AN INSURER AND ON TERMS AND IN AN AMOUNT
REASONABLY ACCEPTABLE TO LENDER, OR (C) SUCH
9
ACCOUNT IS OTHERWISE ACCEPTABLE IN ALL RESPECTS TO LENDER (SUBJECT TO SUCH
LENDING FORMULA WITH RESPECT THERETO AS LENDER MAY REASONABLY DETERMINE);
(VI)
SUCH ACCOUNTS DO NOT CONSIST OF PROGRESS BILLINGS (SUCH THAT THE
OBLIGATION OF THE ACCOUNT DEBTORS WITH RESPECT TO SUCH ACCOUNTS IS CONDITIONED
UPON SUCH BORROWER'S SATISFACTORY COMPLETION OF ANY FURTHER PERFORMANCE UNDER
THE AGREEMENT GIVING RISE THERETO), BILL AND HOLD INVOICES OR RETAINAGE
INVOICES, EXCEPT AS TO BILL AND HOLD INVOICES, IF LENDER SHALL HAVE RECEIVED AN
AGREEMENT IN WRITING FROM THE ACCOUNT DEBTOR, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO LENDER, CONFIRMING THE UNCONDITIONAL OBLIGATION OF THE ACCOUNT
DEBTOR TO TAKE THE GOODS RELATED THERETO AND PAY SUCH INVOICE;
(VII)
THE ACCOUNT DEBTOR WITH RESPECT TO SUCH ACCOUNTS HAS NOT ASSERTED A
COUNTERCLAIM, DEFENSE OR DISPUTE AND IS NOT OWED OR DOES NOT CLAIM TO BE OWED
ANY AMOUNTS THAT MAY GIVE RISE TO ANY RIGHT OF SETOFF OR RECOUPMENT AGAINST SUCH
ACCOUNTS (BUT THE PORTION OF THE ACCOUNTS OF SUCH ACCOUNT DEBTOR IN EXCESS OF
THE AMOUNT AT ANY TIME AND FROM TIME TO TIME OWED BY SUCH BORROWER TO SUCH
ACCOUNT DEBTOR OR CLAIMED OWED BY SUCH ACCOUNT DEBTOR MAY BE DEEMED ELIGIBLE
ACCOUNTS);
(VIII)
THERE ARE NO FACTS, EVENTS OR OCCURRENCES WHICH WOULD IMPAIR THE
VALIDITY, ENFORCEABILITY OR