documents, as amended, as filed with
such Grantor's jurisdiction of organization.
No Grantor has, during the past
five years, been known by or used any other corporate or fictitious name, or
been a party to any merger or consolidation (other than, in the case of the
Borrower, the Merger) except as disclosed in the Perfection Certificate.
Section 3.7.
Letter-of-Credit Rights and
Chattel Paper.
Exhibit C lists all Letter-of-Credit Rights and Chattel Paper of
each Grantor.
All actions necessary or desirable to protect and perfect the
Agent's Lien under the laws of the 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.
(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
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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