WITHOUT LIMITATION, ALL ORIGINAL ORDERS, INVOICES AND
SHIPPING RECEIPTS. AT ANY TIME DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
EACH GRANTOR WILL COOPERATE WITH THE SECURED PARTY TO ESTABLISH A SYSTEM OF
LOCKBOX ACCOUNTS, UNDER THE SOLE DOMINION AND CONTROL OF THE SECURED PARTY, INTO
WHICH ALL RECEIVABLES SHALL BE PAID AND FROM WHICH ALL COLLECTED FUNDS WILL BE
TRANSFERRED TO A COLLATERAL ACCOUNT.
(E)
EXCESS CASH FLOW RECEIVABLES.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, THE SECURED PARTY SHALL ESTABLISH THE GMH FACILITY ACCOUNT.
THE GMH
FACILITY ACCOUNT SHALL BE IN THE NAME OF THE SECURED PARTY, SHALL BE SUBJECT TO
THE SOLE DOMINION AND CONTROL OF THE SECURED PARTY, AND NO GRANTOR SHALL HAVE
ANY RIGHT OF WITHDRAWAL THEREFROM.
ON OR PRIOR TO THE CLOSING DATE, THE
BORROWER AND EACH APPLICABLE SUBSIDIARY SHALL HAVE EXECUTED AND DELIVERED THE
EXCESS CASH FLOW DIRECTION LETTER.
PURSUANT TO THE EXCESS CASH FLOW DIRECTION
LETTER, ALL PAYMENTS ON EXCESS CASH FLOW RECEIVABLES (WHICH SHALL OCCUR THROUGH
A SERIES OF DISTRIBUTIONS AS MORE PARTICULARLY DESCRIBED IN THE EXCESS CASH FLOW
DIRECTION LETTER) SHALL, FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT,
BE MADE BY WIRE TRANSFER DIRECTLY TO THE GMH FACILITY ACCOUNT.
THE SECURED
PARTY SHALL RETAIN ALL PROCEEDS OF THE EXCESS CASH FLOW RECEIVABLES IN THE GMH
FACILITY ACCOUNT AND SHALL BE ENTITLED TO APPLY THEM TO THE OBLIGATIONS (WHETHER
MATURED OR UNMATURED) IN SUCH MANNER AS THE SECURED PARTY MAY ELECT.
4.
REPRESENTATIONS AND WARRANTIES.
EACH GRANTOR HEREBY REPRESENTS
AND WARRANTS THAT:
(A)
TITLE; NO OTHER LIENS.
EXCEPT FOR THE LIENS GRANTED TO THE
SECURED PARTY FOR THE RATABLE BENEFIT OF THE SECURED PARTY PURSUANT TO THIS
AGREEMENT, AND THE OTHER LIENS PERMITTED TO EXIST ON THE COLLATERAL PURSUANT TO
THE LOAN AGREEMENT, EACH GRANTOR OWNS EACH ITEM OF THE COLLATERAL FREE AND CLEAR
OF ANY AND ALL LIENS OR CLAIMS OF OTHERS.
NO SECURITY AGREEMENT, FINANCING
STATEMENT OR OTHER PUBLIC NOTICE WITH RESPECT TO ALL OR ANY PART OF THE
COLLATERAL IS ON FILE OR OF RECORD IN ANY PUBLIC OFFICE, EXCEPT SUCH AS MAY HAVE
BEEN FILED IN FAVOR OF THE SECURED PARTY, FOR THE RATABLE BENEFIT OF THE SECURED
PARTY, PURSUANT TO THIS AGREEMENT OR AS MAY BE PERMITTED PURSUANT TO THE LOAN
AGREEMENT.
(B)
PERFECTED FIRST PRIORITY LIENS.
THE LIENS GRANTED PURSUANT TO
THIS AGREEMENT WILL CONSTITUTE PERFECTED LIENS IN FAVOR OF THE SECURED PARTY IN
THE RECEIVABLES AND IN THE COLLATERAL AS COLLATERAL SECURITY FOR THE
OBLIGATIONS, (I) WITH RESPECT TO ALL COLLATERAL, EXCEPT AS PROVIDED IN CLAUSES
(II) AND (III) BELOW, WHEN FINANCING STATEMENTS HAVE BEEN FILED IN THE OFFICES
IN THE JURISDICTIONS WHERE THE GRANTOR IS ORGANIZED AS SET FORTH ON SCHEDULE I,
(II) SOLELY WITH RESPECT TO COLLATERAL CONSTITUTING INVESTMENT PROPERTY
EVIDENCED BY CERTIFICATES, ALL OF WHICH ARE LISTED ON SCHEDULE II, IF ANY, WHEN
SUCH
5
CERTIFICATES HAVE BEEN DELIVERED TO THE LENDER, AND (III) SOLELY WITH RESPECT TO
COLLATERAL CONSISTING OF THE DEPOSIT ACCOUNTS LISTED IN