FOR THE
GRANT BY DEBTOR OF THE SECURITY INTERESTS GRANTED HEREBY OR FOR THE EXECUTION,
DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY DEBTOR OR (B) FOR THE PERFECTION OF
OR THE EXERCISE BY SECURED PARTY OF ITS RIGHTS AND REMEDIES HEREUNDER (EXCEPT AS
MAY HAVE BEEN TAKEN BY OR AT THE DIRECTION OF DEBTOR OR SECURED PARTY) OTHER
THAN THE FILING OF FINANCING STATEMENTS IN CONNECTION WITH THE PERFECTION OF THE
SECURITY INTERESTS.
5.6
CONTRACTS.
TO THE BEST OF EACH DEBTOR'S KNOWLEDGE, EACH OF THE
CONTRACTS OF SUCH DEBTOR CONSTITUTES THE LEGALLY VALID AND BINDING OBLIGATION OF
THE CUSTOMER OBLIGATED TO PAY THE SAME.
THE AMOUNT FROM TIME TO TIME
REPRESENTED BY ANY DEBTOR TO SECURED PARTY AS OWING BY EACH CUSTOMER TO SUCH
DEBTOR IS THE CORRECT AMOUNT ACTUALLY AND UNCONDITIONALLY OWING, EXCEPT FOR
NORMAL CASH DISCOUNTS AND ALLOWANCES WHERE APPLICABLE.
TO THE BEST OF EACH
DEBTOR'S KNOWLEDGE, NO CUSTOMER HAS ANY DEFENSE, SET-OFF, CLAIM OR COUNTERCLAIM
AGAINST SUCH DEBTOR THAT CAN BE ASSERTED AGAINST SECURED PARTY, WHETHER IN ANY
PROCEEDING TO ENFORCE SECURED PARTY'S RIGHTS IN THE COLLATERAL OR OTHERWISE
EXCEPT DEFENSES, SET-OFFS, CLAIMS OR COUNTERCLAIMS THAT ARE NOT, IN THE
AGGREGATE, MATERIAL TO THE VALUE OF THE CONTRACTS OF SUCH DEBTOR.
NONE OF THE
CONTRACTS (OR PROCEEDS THEREOF) OF ANY DEBTOR IS EVIDENCED BY A PROMISSORY NOTE
OR OTHER PAYMENT INSTRUMENT OTHER THAN A CHECK.
5.7
ACCURATE INFORMATION.
ALL INFORMATION HERETOFORE, HEREIN OR
HEREAFTER SUPPLIED TO SECURED PARTY BY OR ON BEHALF OF ANY DEBTOR WITH RESPECT
TO THE COLLATERAL IS AND WILL BE ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
SECTION 6. FURTHER ASSURANCES; COVENANTS
6.1
OTHER DOCUMENTS AND ACTIONS.
EACH DEBTOR WILL, FROM TIME TO TIME,
AT ITS EXPENSE, PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE ALL FURTHER ACTION THAT MAY BE NECESSARY OR DESIRABLE, OR
THAT SECURED PARTY MAY REASONABLY REQUEST, IN ORDER TO PERFECT AND PROTECT ANY
SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE SECURED
PARTY TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO
ANY COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH DEBTOR
WILL: (A) AUTHORIZE AND/OR EXECUTE SUCH FINANCING OR CONTINUATION STATEMENTS, OR
AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES, AS MAY BE NECESSARY
OR DESIRABLE, OR AS SECURED PARTY MAY REASONABLY
6
request, in order to perfect and preserve the security interests granted or
purported to be granted hereby; (b) at any reasonable time, upon demand by
Secured Party exhibit the Collateral to allow inspection of the Collateral by
Secured Party or persons designated by Secured Party and to examine and make
copies of the records of Debtor related thereto, and to discuss the Collateral
and the records of such Debtor with respect thereto with, and to be advised as
to the same by, such Debtor's officers and employees and, in the case of
Accounts, Documents, General Intangibles and Instruments, with any Person
obligated thereon; and (c) upon Secured Party's reasonable request, appear in