United States, on each item listed on Exhibit C (including the
delivery of all originals as required hereunder) has been duly taken by each
Grantor.
The Agent will have a fully perfected first priority security interest
in the Collateral listed on Exhibit C, subject only to Liens permitted under
Section 4.1(e) and to the terms of the Intercreditor Agreement.
Section 3.8.
Accounts and Chattel Paper.
(A)
THE NAMES OF THE OBLIGORS, AMOUNTS OWING, DUE DATES AND OTHER
INFORMATION WITH RESPECT TO EACH GRANTOR'S ACCOUNTS AND CHATTEL PAPER THAT ARE
COLLATERAL ARE AND WILL BE CORRECTLY STATED, AT THE TIME FURNISHED, IN ALL
RECORDS OF SUCH GRANTOR RELATING THERETO AND IN ALL INVOICES AND EACH COLLATERAL
REPORT WITH RESPECT THERETO FURNISHED TO THE AGENT BY SUCH GRANTOR FROM TIME TO
TIME.
THE COMPANY HAS PROVIDED THE AGENT WITH TRUE AND COMPLETE COPIES OF THE
HSBC AGREEMENTS IN EFFECT ON THE DATE HEREOF.
(B)
WITH RESPECT TO ACCOUNTS THAT ARE NOT EXCLUDED ASSETS, EXCEPT AS
SPECIFICALLY DISCLOSED ON THE MOST RECENT COLLATERAL REPORT, (I) ALL SUCH
ACCOUNTS REPRESENT BONA FIDE SALES OF INVENTORY OR RENDERING OF SERVICES TO
ACCOUNT DEBTORS IN THE ORDINARY COURSE OF THE APPLICABLE GRANTOR'S BUSINESS AND
ARE NOT EVIDENCED BY A JUDGMENT, INSTRUMENT OR CHATTEL PAPER; (II) THERE ARE NO
SETOFFS, CLAIMS OR DISPUTES EXISTING OR ASSERTED WITH RESPECT THERETO AND NO
GRANTOR HAS MADE ANY AGREEMENT WITH ANY ACCOUNT DEBTOR FOR ANY EXTENSION OF TIME
FOR THE PAYMENT THEREOF, ANY COMPROMISE OR SETTLEMENT FOR LESS THAN THE FULL
AMOUNT THEREOF, ANY RELEASE OF ANY ACCOUNT DEBTOR FROM LIABILITY THEREFOR, OR
ANY DEDUCTION THEREFROM EXCEPT A DISCOUNT OR ALLOWANCE ALLOWED BY A GRANTOR IN
THE ORDINARY COURSE OF ITS BUSINESS FOR PROMPT PAYMENT AND DISCLOSED TO THE
AGENT; (III) TO THE KNOWLEDGE OF SUCH GRANTOR, THERE ARE NO FACTS, EVENTS OR
OCCURRENCES THAT IN ANY WAY IMPAIR THE VALIDITY OR ENFORCEABILITY THEREOF OR
COULD REASONABLY BE EXPECTED TO REDUCE THE AMOUNT PAYABLE THEREUNDER AS SHOWN ON
SUCH GRANTOR'S BOOKS AND RECORDS AND ANY INVOICES, STATEMENTS AND THE MOST
RECENT COLLATERAL REPORT WITH RESPECT THERETO; (IV) NO GRANTOR HAS RECEIVED ANY
NOTICE OF PROCEEDINGS OR ACTIONS THAT ARE THREATENED OR PENDING AGAINST ANY
ACCOUNT DEBTOR THAT MIGHT RESULT IN ANY MATERIAL ADVERSE CHANGE IN SUCH ACCOUNT
DEBTOR'S FINANCIAL CONDITION; AND (V) NO GRANTOR HAS KNOWLEDGE THAT ANY ACCOUNT
DEBTOR IS UNABLE GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE.
(C)
IN ADDITION, WITH RESPECT TO ALL ACCOUNTS THAT ARE NOT EXCLUDED
ASSETS, (I) THE AMOUNTS SHOWN ON ALL INVOICES, STATEMENTS AND THE MOST RECENT
COLLATERAL REPORT WITH RESPECT THERETO ARE ACTUALLY AND ABSOLUTELY OWING TO A
GRANTOR AS INDICATED THEREON AND ARE NOT IN ANY WAY CONTINGENT; AND (II) NO
PAYMENTS HAVE BEEN OR SHALL BE MADE THEREON EXCEPT PAYMENTS DELIVERED TO A
BLOCKED ACCOUNT SUBJECT TO A BLOCKED ACCOUNT AGREEMENT OR A DDA IN RESPECT OF
14
WHICH A DDA NOTIFICATION HAS BEEN DELIVERED, IN EACH CASE IN ACCORDANCE WITH
SECTION 2.21 OF THE CREDIT AGREEMENT.