the Banks.
CLAUSE SEVEN:
REPRESENTATIONS AND WARRANTIES
DRP hereby represents and warrants to the AGENT that as of the date of
celebration of this Agreement:
7.1
EXCEPT THOSE RIGHTS THAT HAVE BEEN GRANTED TO THE BANKS BY VIRTUE
OF THIS AGREEMENT AND THE CREDIT LINE AGREEMENT DRP IS THE SOLE AND ABSOLUTE
TITLEHOLDER TO THE COLLECTIONS BEING ASSIGNED THERETO BY VIRTUE OF THIS
AGREEMENT.
7.2
EXCEPT THOSE PLEDGES INCLUDED IN THIS AGREEMENT AND IN THE CREDIT
LINE AGREEMENT (INCLUDING AUTHORIZED LIENS), ON THE COLLECTIONS ASSIGNED BY
VIRTUE OF THIS AGREEMENT, THERE IS NO PLEDGE, FORECLOSURE, LIEN, ENCUMBRANCE,
COURT ORDER OR DIFFERENT ORDER OF ANY TYPE WHATSOEVER, WHICH MAY LIMIT THEIR
RIGHT TO BE FREELY TRANSFERRED AND/OR ENCUMBERED BY DRP.
IN ANY EVENT, DRP
AGREES TO CLEAR TITLE AND RECTIFY ANY POTENTIAL PROBLEMS/LATENT DEFECT WHICH MAY
EXIST WITH THE ASSIGNED COLLECTIONS.
4
CLAUSE EIGHT:
OBLIGATIONS
During the entire period in which this Agreement is in effect, DRP commits
itself to:
8.1
FORWARD TO THE AGENT, ON A MONTHLY BASIS WITHIN FIVE (5) BUSINESS
DAYS FOLLOWING THE TWENTIETH DAY OF EACH CALENDAR MONTH, A LIST OF SALE
AGREEMENTS AND TRANSACTIONS CELEBRATED AND/OR SIGNED DURING THE MONTH,
INDICATING THE NAME OF THE CUSTOMER, THE PAYMENT AMOUNT, PAYMENT CONDITIONS, THE
AGREEMENT'S TERM, THE TOTAL AMOUNT OF PRODUCT TO BE DELIVERED, THE DATE OR
FREQUENCY OF SHIPMENTS AND A CONFIRMATION THAT THE NOTICE OF ASSIGNMENT HAS BEEN
FORWARDED TO THE CUSTOMER, AS SPECIFIED IN EXHIBIT I, AND THAT DRP HAS DELIVERED
TO THE AGENT COPY OF SAID STAMPED COMMUNICATION WITH THE RESPECTIVE RECEIPT
ACCREDITATION, OR THAT DRP HAS INCLUDED IN THE RESPECTIVE CONTRACT THE
ASSIGNMENT CLAUSE INCLUDED IN EXHIBIT III, OR THAT THE RESPECTIVE CUSTOMER HAS
GIVEN ITS AGREEMENT AND CONSENT TO ASSIGNMENT MADE, USING FOR THIS PURPOSE THE
TEXT PRESCRIBED IN EXHIBIT II.
8.2
FORWARD TO THE AGENT, ON A MONTHLY BASIS WITHIN THE FIVE (5)
BUSINESS DAYS FOLLOWING THE TWENTIETH CALENDAR DAY OF EVERY MONTH, A REPORT
DETAILING THE ACCOUNTS RECEIVABLE THAT ARE PENDING PAYMENT AS OF THE DATE OF
PREPARATION OF SUCH REPORT, INCLUDING THE MATURITY DATE OF EACH OF THE ACCOUNTS,
NAME AND ADDRESS OF THE DEBTOR AND THE ACCOUNT BALANCE.
8.3
SUBMIT TO THE AGENT, ON A MONTHLY BASIS WITHIN THE FIVE (5)
BUSINESS DAYS FOLLOWING THE TWENTIETH CALENDAR DAY OF EVERY MONTH, A STATEMENT,
INDICATING THAT ALL PAYMENTS AND/OR COLLECTIONS DETAILED IN THE REPORT OF THE
PREVIOUS MONTH HAVE BEEN CHANNELED THROUGH THE COLLECTION ACCOUNTS OR DRP HAS
COMPLY WITH THE DEPOSIT IN THE COLLECTION ACCOUNTS OF THE PAYMENTS THAT THE
BUYERS HAD MADE DIRECTLY TO DRP REFERRED TO IN CLAUSE FIVE OF THIS AGREEMENT.
8.4
COMPLY WITH ALL THE OBLIGATIONS ASSUMED IN THE SALES AGREEMENTS
AND OTHER AGREEMENTS OR CONTRACTS WHICH MAY HAVE BEEN ENTERED INTO AND WHICH
PAYMENTS AND/OR COLLECTIONS HAVE BEEN ASSIGNED IN FAVOR OF THE AGENT, IN SUCH
MANNER THAT THE SAID AGREEMENTS WILL NOT BE TERMINATED FOR REASONS FOR WHICH DRP
IS RESPONSIBLE, UNLESS, WITHIN A PERIOD OF 360 DAYS, SAID NON-COMPLIANCES DO