ON THE PRO FORMA; OR (B) ANY LIABILITIES OTHER
THAN AS REFLECTED ON THE PRO FORMA OR AS INCURRED IN THE ORDINARY COURSE OF
BUSINESS FOLLOWING THE DATE OF THE PRO FORMA.
BORROWER SHALL PROMPTLY DELIVER
COPIES OF ALL NOTICES GIVEN OR RECEIVED BY HOLDINGS AND ANY OF ITS SUBSIDIARIES
WITH RESPECT TO NONCOMPLIANCE WITH ANY TERM OR CONDITION RELATED TO ANY
INDEBTEDNESS IN AN AMOUNT EXCEEDING $200,000, AND SHALL PROMPTLY NOTIFY AGENT OF
ANY POTENTIAL OR ACTUAL EVENT OF DEFAULT WITH RESPECT TO ANY SUCH INDEBTEDNESS.
4.5
ACCOUNT WARRANTIES AND COVENANTS. EXCEPT AS
OTHERWISE DISCLOSED TO AGENT IN WRITING, AS TO EACH ACCOUNT (EXCLUDING ACCOUNTS
IN AN AGGREGATE AMOUNT NOT EXCEEDING $200,000 AT ANY TIME) THAT, AT THE TIME OF
ITS CREATION, THE ACCOUNT IS A VALID, BONA FIDE ACCOUNT, REPRESENTING AN
UNDISPUTED INDEBTEDNESS INCURRED BY THE NAMED ACCOUNT DEBTOR FOR GOODS ACTUALLY
SOLD AND DELIVERED OR FOR SERVICES COMPLETELY RENDERED; THERE ARE NO SETOFFS,
OFFSETS OR COUNTERCLAIMS, GENUINE OR OTHERWISE, AGAINST THE ACCOUNT; THE ACCOUNT
DOES NOT REPRESENT A SALE TO AN AFFILIATE OR A CONSIGNMENT, SALE OR RETURN OR A
BILL AND HOLD TRANSACTION; NO AGREEMENT EXISTS PERMITTING ANY DEDUCTION OR
DISCOUNT (OTHER THAN THE DISCOUNT STATED ON THE INVOICE); THE APPLICABLE OBLIGOR
IS THE LAWFUL OWNER OF THE ACCOUNT AND HAS THE RIGHT TO ASSIGN THE SAME TO
AGENT, FOR THE BENEFIT OF AGENT AND LENDERS; THE ACCOUNT IS FREE OF ALL SECURITY
INTERESTS, LIENS AND ENCUMBRANCES OTHER THAN THOSE IN FAVOR OF AGENT, ON BEHALF
OF ITSELF AND LENDERS, AND THE ACCOUNT IS DUE AND PAYABLE IN ACCORDANCE WITH ITS
TERMS.
EACH OBLIGOR SHALL, AT ITS OWN EXPENSE: (A) CAUSE ALL INVOICES
EVIDENCING ACCOUNTS AND ALL COPIES THEREOF TO BEAR A NOTICE THAT SUCH INVOICES
ARE PAYABLE TO THE LOCKBOXES ESTABLISHED IN ACCORDANCE WITH SUBSECTION 4.25 AND
(B) USE ITS DILIGENT EFFORTS TO ASSURE PROMPT PAYMENT OF ALL AMOUNTS DUE OR TO
BECOME DUE UNDER THE ACCOUNTS.
NO DISCOUNTS, CREDITS OR ALLOWANCES WILL BE
ISSUED, GRANTED OR ALLOWED BY ANY OBLIGOR TO CUSTOMERS AND NO RETURNS WILL BE
ACCEPTED WITHOUT AGENT'S PRIOR WRITTEN CONSENT; PROVIDED, HOWEVER, UNTIL AGENT
NOTIFIES BORROWER TO THE CONTRARY, OBLIGORS MAY PRESUME CONSENT.
BORROWER WILL
IMMEDIATELY NOTIFY AGENT IN THE EVENT THAT A CUSTOMER ALLEGES ANY DISPUTE OR
CLAIM WITH RESPECT TO AN ACCOUNT OR OF ANY OTHER CIRCUMSTANCES KNOWN TO ANY
OBLIGOR THAT MAY IMPAIR THE VALIDITY OR COLLECTIBILITY OF AN ACCOUNT.
AGENT
SHALL HAVE THE RIGHT, AT ANY TIME OR TIMES HEREAFTER, TO VERIFY THE VALIDITY,
AMOUNT OR ANY OTHER MATTER RELATING TO AN ACCOUNT, BY MAIL, TELEPHONE OR IN
PERSON.
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT AND UPON NOTICE FROM AGENT
TO BORROWER, NO OBLIGOR SHALL, WITHOUT THE PRIOR CONSENT OF AGENT, ADJUST,
SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT OF ANY ACCOUNT, OR RELEASE WHOLLY OR
PARTLY ANY CUSTOMER OR OBLIGOR THEREOF, OR ALLOW ANY CREDIT OR DISCOUNT THEREON.
4.6
NAMES AND LOCATIONS.
SCHEDULE 4.6 SETS
FORTH AS OF THE CLOSING DATE ALL NAMES, TRADE