THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
(H)
SUCH SUBSIDIARY SHALL HAVE RECEIVED ALL
REQUISITE GOVERNMENTAL AND THIRD PARTY APPROVALS AND CONSENTS, ALL SATISFACTORY
IN FORM AND SUBSTANCE TO PURCHASER.
(I)
PURCHASER SHALL HAVE A RECEIVED AN
OPINION OF COUNSEL OF SUCH SUBSIDIARY IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO PURCHASER.
13.
ADMINISTRATION.
(A)
THE SELLER PARENT, AS THE AGENT FOR THE
SELLERS, SHALL, FROM TIME TO TIME, EXECUTE AND DELIVER TO PURCHASER CONFIRMATORY
SCHEDULES OF THE PURCHASED ACCOUNTS, TOGETHER WITH ONE (1) COPY OF EACH INVOICE,
ACCEPTABLE EVIDENCE OF SHIPMENT AND SUCH OTHER DOCUMENTATION AND PROOFS OF
DELIVERY AS PURCHASER MAY REASONABLY REQUIRE.
EACH OF THE SELLERS AGREES TO
PREPARE AND MAIL ALL INVOICES RELATING TO ALL PURCHASED ACCOUNTS, BUT PURCHASER
MAY DO SO AT PURCHASER'S OPTION.
EACH OF THE SELLERS AGREES TO EXECUTE AND
DELIVER TO PURCHASER SUCH FURTHER INSTRUMENTS OF ASSIGNMENT, FINANCING
STATEMENTS, AND INSTRUMENTS OF FURTHER ASSURANCE AS PURCHASER MAY REASONABLY
REQUIRE.
EACH OF THE SELLERS AUTHORIZES PURCHASER TO FILE SUCH UCC FINANCING
STATEMENTS AND CONTINUATION STATEMENTS AS PURCHASER MAY DEEM NECESSARY OR
DESIRABLE IN ORDER TO PERFECT AND MAINTAIN THE INTERESTS OF PURCHASER IN THE
PURCHASED ASSETS.
EACH OF THE SELLERS FURTHER AGREES THAT PURCHASER MAY FILE
THIS AGREEMENT OR A COPY HEREOF AS SUCH UCC FINANCING STATEMENT.
(B)
EACH OF THE SELLERS SHALL INSTRUCT ALL
ACCOUNT DEBTORS, OR CAUSE ALL ACCOUNT DEBTORS TO BE INSTRUCTED, TO CAUSE ALL
COLLECTIONS AND ALL OTHER PAYMENTS OR OTHER COLLECTIONS IN RESPECT OF
RECEIVABLES ORIGINATED BY ANY SELLER THAT ARE NOT PURCHASED ACCOUNTS TO BE
DEPOSITED DIRECTLY TO THE LOCKBOX ACCOUNT.
(C)
IF ANY REMITTANCES IN RESPECT OF A
PURCHASED ASSET ARE MADE DIRECTLY TO ANY SELLER OR EMPLOYEES OR AGENTS OF ANY
SELLER IN THEIR INDIVIDUAL CAPACITY AND NOT AS AGENT FOR PURCHASER, THEN SUCH
PARTY SHALL ACT AS TRUSTEE OF AN EXPRESS TRUST FOR PURCHASER'S BENEFIT, HOLD THE
SAME AS PURCHASER'S PROPERTY, AND DELIVER THE SAME TO PURCHASER FORTHWITH IN
KIND.
PURCHASER AND/OR SUCH DESIGNEE AS PURCHASER MAY FROM TIME TO TIME APPOINT
ARE HEREBY APPOINTED EACH SELLER'S ATTORNEY-IN-FACT TO ENDORSE SUCH SELLER'S
NAME ON ANY AND ALL CHECKS OR OTHER FORMS OF REMITTANCES RECEIVED BY PURCHASER
WHERE SUCH ENDORSEMENT IS REQUIRED TO EFFECT
25
COLLECTION AND TRANSMIT NOTICES TO ACCOUNT DEBTORS, IN SUCH SELLER'S OR
PURCHASER'S NAME, THAT AMOUNTS OWING BY THEM HAVE BEEN ASSIGNED AND ARE PAYABLE
DIRECTLY TO PURCHASER; THIS POWER, BEING COUPLED WITH AN INTEREST, IS
IRREVOCABLE.
(D)
EACH OF THE SELLERS SHALL SUPPLY ACCOUNT
DEBTORS, IN THE FORMAT REQUIRED BY ACCOUNT DEBTORS, WITH ALL FORMS, DOCUMENTS,
CERTIFICATES, ETC. THAT ACCOUNT DEBTORS REQUIRE TO PROCESS THE PURCHASED
ACCOUNTS FOR PAYMENT.
(E)
IF PURCHASER REQUESTS, EACH SELLER SHALL
PROVIDE PURCHASER WITH COPIES OF ALL OF SUCH SELLER'S BILLS OF LADING OR PROOFS
OF DELIVERY AND SUPPLIER INVOICES AND RECEIVING EVIDENCE AND OF SUCH SELLER'S
SALES REGISTRY, SALES JOURNAL, OR OTHER INFORMATION REGARDING SALES, INCLUDING
CUSTOMER OPEN ORDER REPORTS.
(F)
EACH OF THE SELLERS AGREES THAT FROM TIME
TO TIME, AT ITS EXPENSE,