THE BORROWERS REPRESENT AND
WARRANT TO LENDER THAT EXCEPT FOR THE PERMITTED LIENS, (A) UPON THE FILING OF
UCC FINANCING STATEMENTS COVERING THE COLLATERAL IN ALL REQUIRED JURISDICTIONS,
THIS AGREEMENT CREATES A VALID, PERFECTED, FIRST PRIORITY AND EXCLUSIVE SECURITY
INTEREST IN ALL COLLATERAL OF THE BORROWERS AS TO WHICH PERFECTION MAY BE
ACHIEVED BY FILING, (B) LENDER'S SECURITY INTERESTS IN THE COLLATERAL
CONSTITUTE, AND WILL AT ALL TIMES CONSTITUTE, FIRST PRIORITY AND EXCLUSIVE LIENS
ON THE COLLATERAL, AND (C) EACH BORROWER IS, OR WILL BE AT THE TIME ADDITIONAL
COLLATERAL IS ACQUIRED BY SUCH BORROWER, THE ABSOLUTE OWNER OF SUCH ADDITIONAL
COLLATERAL WITH FULL RIGHT TO PLEDGE, SELL, TRANSFER AND CREATE A SECURITY
INTEREST THEREIN, FREE AND CLEAR OF ANY AND ALL CLAIMS OR LIENS OTHER THAN
PERMITTED LIENS.
5.19
ACCOUNTS.
(A)
NO BORROWER HAS DONE NOR SHALL DO ANYTHING
TO INTERFERE WITH THE COLLECTION OF THE ACCOUNTS AND NO BORROWER SHALL AMEND OR
WAIVE THE TERMS OR CONDITIONS OF ANY ACCOUNT OR ANY RELATED CONTRACT IN ANY
MATERIAL ADVERSE MANNER WITHOUT LENDER'S PRIOR WRITTEN CONSENT EXCEPT THAT
BORROWER MAY CONTINUE TO ADJUST AND WRITE OFF ACCOUNTS IN THE NORMAL COURSE OF
BUSINESS CONSISTENT WITH THE RESERVE POLICY OF BORROWERS.
ON EACH DOWNLOAD
DATE, BORROWERS SHALL DELIVER A REPORT TO LENDER IDENTIFYING ACCOUNTS WHICH HAVE
BEEN ADJUSTED OR WRITTEN OFF SINCE THE LAST DOWNLOAD DATE ALONG WITH SUCH
INFORMATION REGARDING SUCH ACCOUNTS AS LENDER MAY REQUEST.
(B)
EACH BORROWER HAS MADE AND WILL CONTINUE TO
MAKE ALL PAYMENTS TO OBLIGORS NECESSARY TO PREVENT ANY OBLIGOR FROM OFFSETTING
ANY EARLIER OVERPAYMENT TO SUCH BORROWER AGAINST ANY AMOUNTS SUCH OBLIGOR OWES
ON AN ACCOUNT.
5.20
ERISA.
BORROWERS AND EACH OTHER MEMBER OF ITS
CONTROLLED GROUP HAS FULFILLED ITS OBLIGATIONS UNDER THE MINIMUM FUNDING
STANDARDS OF, AND IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, ERISA AND THE
CODE TO THE EXTENT APPLICABLE TO IT AND, OTHER THAN A LIABILITY FOR PREMIUMS
UNDER SECTION 4007 OF ERISA, HAS NOT INCURRED ANY LIABILITY TO THE PBGC OR A
PLAN UNDER TITLE IV OF ERISA.
BORROWERS AND THEIR SUBSIDIARIES AND/OR
AFFILIATES HAVE NO CONTINGENT LIABILITIES WITH RESPECT TO ANY POST-RETIREMENT
BENEFITS UNDER A WELFARE PLAN, AS DEFINED IN SECTION 3(1) OF ERISA, OTHER THAN
LIABILITY FOR CONTINUATION COVERAGE DESCRIBED IN ARTICLE 6 OF TITLE 1 OF ERISA.
5.21
REPRESENTATIONS AND WARRANTIES FOR EACH REVOLVING
LOAN.
AS OF EACH DATE THAT BORROWERS SHALL REQUEST ANY REVOLVING LOAN, EACH
BORROWER SHALL BE DEEMED TO MAKE, WITH RESPECT TO EACH ELIGIBLE ACCOUNT INCLUDED
IN THE BORROWING BASE, EACH OF THE FOLLOWING REPRESENTATIONS AND WARRANTIES:
18
(A)
SUCH ACCOUNT SATISFIES EACH OF THE
CONDITIONS OF AN ELIGIBLE ACCOUNT.
(B)
ALL INFORMATION RELATING TO SUCH ACCOUNT THAT
HAS BEEN DELIVERED TO LENDER IS TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS.
THE CORRESPONDING BORROWER HAS DELIVERED TO THE OBLIGOR ALL REQUESTED
SUPPORTING CLAIM DOCUMENTS AND ALL INFORMATION SET FORTH IN THE BILL AND
SUPPORTING CLAIM DOCUMENTS IS TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS.
(C)
THERE IS NO