RESPECT TO
VEHICLES REFERRED TO IN SECTION 5(Q) THE LIENS GRANTED PURSUANT TO THIS SECURITY
AGREEMENT CONSTITUTE PERFECTED LIENS ON THE COLLATERAL (NOT CONSTITUTING REAL
PROPERTY) IN FAVOR OF THE SECURED PARTY, WHICH ARE PRIOR TO ALL OTHER LIENS ON
THE COLLATERAL, EXCEPT FOR PERMITTED LIENS AND WHICH ARE ENFORCEABLE AS SUCH
AGAINST ALL CREDITORS OF AND PURCHASERS FROM THE DEBTOR AND AGAINST ANY OWNER OR
PURCHASER OF THE REAL PROPERTY WHERE ANY OF THE EQUIPMENT IS LOCATED AND ANY
PRESENT OR FUTURE CREDITOR OBTAINING A LIEN ON SUCH REAL PROPERTY.
(C)
ACCOUNTS.
THE AMOUNT REPRESENTED BY THE
DEBTOR TO THE SECURED PARTY FROM TIME TO TIME AS OWING BY EACH ACCOUNT DEBTOR OR
BY ALL ACCOUNT DEBTORS IN RESPECT OF THE ACCOUNTS WILL AT SUCH TIME BE THE
CORRECT AMOUNT ACTUALLY OWING BY SUCH ACCOUNT DEBTOR OR DEBTORS THEREUNDER IN
ALL MATERIAL RESPECTS.
NO AMOUNT PAYABLE TO THE DEBTOR UNDER OR IN CONNECTION
WITH ANY ACCOUNT IS EVIDENCED BY ANY INSTRUMENT OR CHATTEL PAPER (OTHER THAN
5
CONTRACTS CONSTITUTING CHATTEL PAPER), WHICH HAS NOT BEEN DELIVERED TO THE
SECURED PARTY.
THE PLACE WHERE THE DEBTOR KEEPS ITS RECORDS CONCERNING THE
ACCOUNTS IS SET FORTH IN SCHEDULE 4(C).
(D)
CONTRACTS.
NO CONSENT OF ANY PARTY (OTHER
THAN THE DEBTOR) TO ANY CONTRACT IS REQUIRED, OR PURPORTS TO BE REQUIRED, IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS SECURITY
AGREEMENT.
EACH CONTRACT IS IN FULL FORCE AND EFFECT AND CONSTITUTES A VALID
AND LEGALLY ENFORCEABLE OBLIGATION OF THE PARTIES THERETO, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITOR'S RIGHTS
GENERALLY.
NO CONSENT OR AUTHORIZATION OF, FILING WITH OR OTHER ACT BY OR IN
RESPECT OF ANY GOVERNMENTAL AUTHORITY IS REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY OF ANY OF THE
CONTRACTS BY ANY PARTY THERETO OTHER THAN THOSE WHICH HAVE BEEN DULY OBTAINED,
MADE OR PERFORMED, ARE IN FULL FORCE AND EFFECT AND DO NOT SUBJECT THE SCOPE OF
ANY SUCH CONTRACT TO ANY MATERIAL ADVERSE LIMITATION, EITHER SPECIFIC OR GENERAL
IN NATURE.
NEITHER THE DEBTOR NOR (TO THE BEST OF THE DEBTOR'S KNOWLEDGE) ANY
OTHER PARTY TO ANY CONTRACT IS IN DEFAULT IN A MANNER WHICH COULD REASONABLY BE
EXPECTED TO MATERIALLY ADVERSELY AFFECT THE VALUE OF ALL SUCH CONTRACTS AS
COLLATERAL OR IS REASONABLY LIKELY TO BECOME IN DEFAULT IN THE PERFORMANCE OR
OBSERVANCE OF ANY OF THE TERMS THEREOF IN ANY MATERIAL RESPECT.
THE DEBTOR HAS
FULLY PERFORMED ALL ITS CURRENT OBLIGATIONS UNDER EACH CONTRACT.
THE RIGHT,
TITLE AND INTEREST OF THE DEBTOR IN, TO AND UNDER EACH CONTRACT ARE NOT SUBJECT
TO ANY DEFENSE, OFFSET, COUNTERCLAIM OR CLAIM WHICH IN THE AGGREGATE COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO AMOUNT PAYABLE TO
THE DEBTOR UNDER OR IN CONNECTION WITH ANY CONTRACT IS EVIDENCED BY ANY
INSTRUMENT OR CHATTEL PAPER (OTHER THAN CONTRACTS CONSTITUTING CHATTEL PAPER),
WHICH HAS NOT BEEN DELIVERED TO THE SECURED PARTY.
(E)