AGENT TO MAINTAIN THE SECURITY INTERESTS OF THE
COLLATERAL AGENT IN THE COLLATERAL INTENDED TO BE GRANTED HEREBY AT ALL TIMES
FULLY PERFECTED AND IN FULL FORCE AND EFFECT.
UPON COLLATERAL AGENT'S REQUEST,
NOT MORE FREQUENTLY THAN ONCE DURING EACH CALENDAR QUARTER, EACH ASSIGNOR SHALL
PROVIDE TO COLLATERAL AGENT A CERTIFICATE OF GOOD STANDING FROM ITS STATE OF
INCORPORATION OR ORGANIZATION.
2.8.
RECOURSE.
THIS AGREEMENT IS MADE WITH FULL RECOURSE TO EACH ASSIGNOR AND
PURSUANT TO AND UPON ALL THE WARRANTIES, REPRESENTATIONS, COVENANTS AND
AGREEMENTS ON THE PART OF SUCH ASSIGNOR CONTAINED HEREIN, IN THE OTHER SECURED
DEBT AGREEMENTS AND OTHERWISE IN WRITING IN CONNECTION HEREWITH OR THEREWITH.
ARTICLE III
SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT RIGHTS; INSTRUMENTS; CHATTEL
PAPER AND OTHER COLLATERAL
3.1.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
AS OF THE TIME WHEN EACH OF
ITS RECEIVABLES ARISES, EACH ASSIGNOR SHALL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT SUCH RECEIVABLE, AND ALL RECORDS, PAPERS AND DOCUMENTS RELATING
THERETO (IF ANY) ARE GENUINE AND IN ALL MATERIAL RESPECTS WHAT THEY PURPORT TO
BE, AND THAT ALL PAPERS AND DOCUMENTS (IF ANY) RELATING THERETO (I) WILL
REPRESENT THE GENUINE LEGAL, VALID AND BINDING (EXCEPT TO THE EXTENT THAT THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS GENERALLY AFFECTING CREDITORS' RIGHTS
AND BY EQUITABLE PRINCIPLES, REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN
EQUITY OR LAW) 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 INVENTORY, MATERIALS,
EQUIPMENT OR 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) AND (III)
WILL BE IN COMPLIANCE AND WILL CONFORM IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND APPLICABLE LAWS OF ANY RELEVANT
FOREIGN JURISDICTION.
3.2.
MAINTENANCE OF RECORDS.
EACH ASSIGNOR WILL KEEP AND MAINTAIN AT ITS OWN
COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF ITS RECEIVABLES, CHATTEL
PAPER, INSTRUMENTS AND CONTRACTS, INCLUDING, BUT NOT LIMITED TO, ORIGINALS OR
COPIES OF ALL DOCUMENTATION (INCLUDING EACH CONTRACT) WITH RESPECT THERETO,
RECORDS OF ALL PAYMENTS RECEIVED, ALL CREDITS GRANTED THEREON, ALL MERCHANDISE
RETURNED AND ALL OTHER DEALINGS THEREWITH, AND 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 AND
INTERVALS AS THE COLLATERAL AGENT MAY REQUEST. UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE
9
REQUEST OF THE COLLATERAL AGENT, SUCH ASSIGNOR SHALL, AT ITS OWN COST AND
EXPENSE, DELIVER ALL TANGIBLE EVIDENCE OF ITS RECEIVABLES AND CONTRACT RIGHTS
(INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS EVIDENCING THE RECEIVABLES AND ALL
CONTRACTS) AND SUCH BOOKS AND RECORDS TO THE COLLATERAL AGENT OR TO ITS
REPRESENTATIVES (COPIES OF WHICH EVIDENCE AND BOOKS AND RECORDS