ARTICLE III
SPECIAL PROVISIONS CONCERNING RECEIVABLES;
CONTRACT RIGHTS; INSTRUMENTS
3.1
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
THE ASSIGNORS HEREBY
AGREE WITH RESPECT TO THE RECEIVABLES THAT AS OF THE TIME WHEN EACH RECEIVABLE
ARISES, EACH ASSIGNOR SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO THE
COLLATERAL AGENT THAT SUCH RECEIVABLE, AND ALL RECORDS, PAPERS AND DOCUMENTS
RELATING THERETO (IF ANY) ARE GENUINE AND IN ALL RESPECTS WHAT THEY PURPORT TO
BE, AND THAT ALL PAPERS AND DOCUMENTS (IF ANY) RELATING THERETO (I) WILL, TO THE
BEST OF SUCH ASSIGNOR'S KNOWLEDGE, REPRESENT THE GENUINE, LEGAL, VALID AND
BINDING OBLIGATION OF THE ACCOUNT DEBTOR EVIDENCING INDEBTEDNESS UNPAID AND OWED
BY THE RESPECTIVE ACCOUNT DEBTOR ARISING OUT OF THE PERFORMANCE OF LABOR OR
SERVICES OR THE SALE OR LEASE AND DELIVERY OF THE MERCHANDISE LISTED THEREIN, OR
BOTH; (II) WILL BE THE ONLY ORIGINAL WRITINGS EVIDENCING AND EMBODYING SUCH
OBLIGATION OF THE ACCOUNT DEBTOR NAMED THEREIN (OTHER THAN COPIES CREATED FOR
GENERAL ACCOUNTING PURPOSES); (III) WILL, TO THE BEST OF SUCH ASSIGNOR'S
KNOWLEDGE, EVIDENCE TRUE AND VALID OBLIGATIONS, ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS; AND (IV) WILL BE IN COMPLIANCE AND WILL CONFORM IN ALL
MATERIAL RESPECTS WITH ALL REQUIREMENTS OF LAW.
3.2
MAINTENANCE OF RECORDS.
EACH ASSIGNOR WILL KEEP AND MAINTAIN AT
ITS OWN COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF ITS RECEIVABLES
AND CONTRACTS (OTHER THAN CONTRACTS THAT DO NOT CONSTITUTE COLLATERAL),
INCLUDING, BUT NOT LIMITED TO, THE ORIGINALS (WHERE AVAILABLE) OF ALL
DOCUMENTATION (INCLUDING EACH CONTRACT, OTHER THAN CONTRACTS THAT DO NOT
CONSTITUTE COLLATERAL) WITH RESPECT THERETO, RECORDS OF ALL PAYMENTS RECEIVED,
ALL CREDITS GRANTED THEREON, ALL MERCHANDISE RETURNED AND ALL OTHER DEALINGS
THEREWITH, AND THAT SUCH ASSIGNOR WILL MAKE THE SAME AVAILABLE ON SUCH
ASSIGNOR'S PREMISES TO THE COLLATERAL AGENT FOR INSPECTION, AT SUCH ASSIGNOR'S
OWN COST AND EXPENSE, AT ANY AND ALL REASONABLE TIMES UPON DEMAND.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE
REASONABLE REQUEST OF THE COLLATERAL AGENT, EACH ASSIGNOR SHALL, AT ITS OWN COST
AND EXPENSE, DELIVER ALL TANGIBLE
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EVIDENCE OF ITS RECEIVABLES AND CONTRACT RIGHTS (INCLUDING, WITHOUT LIMITATION,
ALL DOCUMENTS EVIDENCING THE RECEIVABLES AND ALL CONTRACTS, OTHER THAN CONTRACTS
THAT DO NOT CONSTITUTE COLLATERAL) AND SUCH BOOKS AND RECORDS TO THE COLLATERAL
AGENT OR TO ITS REPRESENTATIVES (COPIES OF WHICH EVIDENCE AND BOOKS AND RECORDS
MAY BE RETAINED BY SUCH ASSIGNOR).
UPON THE COLLATERAL AGENT'S REASONABLE
REQUEST, EACH ASSIGNOR SHALL LEGEND, IN FORM AND MANNER REASONABLY SATISFACTORY
TO THE COLLATERAL AGENT, THE RECEIVABLES AND THE CONTRACTS, AS WELL AS BOOKS,
RECORDS AND DOCUMENTS OF SUCH ASSIGNOR EVIDENCING OR PERTAINING TO SUCH
RECEIVABLES AND CONTRACTS WITH AN APPROPRIATE REFERENCE TO THE FACT THAT SUCH
RECEIVABLES AND CONTRACTS HAVE BEEN ASSIGNED TO THE COLLATERAL AGENT AND THAT
THE COLLATERAL AGENT HAS SECURITY INTERESTS THEREIN.
3.3
INSTRUMENTS.
IF ANY ASSIGNOR OWNS OR ACQUIRES ANY INSTRUMENT
(OTHER THAN A PROMISSORY NOTE) CONSTITUTING COLLATERAL WITH A FAIR MARKET VALUE
IN EXCESS OF $100,000, SUCH ASSIGNOR WILL WITHIN THIRTY (30)