COURT IN CONNECTION WITH ANY COMMERCIAL TORT CLAIM, (10) AS MAY BE
REQUIRED IN CONNECTION WITH ENFORCEMENT AGAINST AN ACCOUNT DEBTOR UNDER
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR
LAWS, (11) NOTICES REQUIRED TO BE GIVEN HEREUNDER, (12) AS MAY BE REQUIRED BY
LAWS GENERALLY APPLICABLE TO THE ENFORCEMENT OF REMEDIES, (13) FOR ANY FILINGS
OR ACTIONS REQUIRED TO PERFECT OR RECORD A LIEN ON, OR SECURITY INTEREST IN, ANY
INTELLECTUAL PROPERTY THAT ARISES UNDER THE LAWS OF ANY COUNTRY OR JURISDICTION
OTHER THAN THE UNITED STATES, (14) FOR ACTIONS REQUIRED BY THE TERMS OF ANY
AGREEMENT, DOCUMENT OR INSTRUMENT CONSTITUTING OR GOVERNING ANY COLLATERAL WHICH
ARE NOT RENDERED INEFFECTIVE PURSUANT TO SECTIONS 9-406, 9-407, 9-408 OR 9-409
OF THE UCC (OR ANY SUCCESSOR PROVISION OR PROVISIONS) OF ANY RELEVANT
JURISDICTION, (15) FOR ACTIONS WHICH ARE NOT REQUIRED TO BE TAKEN BY THE
GRANTORS PURSUANT TO THE CREDIT DOCUMENTS AND (16) FOR ACTIONS WITH RESPECT TO
COLLATERAL WITH AN AGGREGATE FAIR MARKET VALUE OF LESS THAN $5,750,000.
5.5
Goods & Receivables.
(A)
ON THE CLOSING DATE, EACH RECEIVABLE (1) IS AND WILL BE THE LEGAL,
VALID AND BINDING OBLIGATION OF THE ACCOUNT DEBTOR IN RESPECT THEREOF,
REPRESENTING AN UNSATISFIED OBLIGATION OF SUCH ACCOUNT DEBTOR, EXCEPT AS MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS, (2) IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
16
MORATORIUM OR OTHER SIMILAR LAWS, (3) IS NOT AND WILL NOT BE SUBJECT TO ANY
CREDITS, RIGHTS OF RECOUPMENT, SETOFFS, DEFENSES, TAXES, COUNTERCLAIMS (EXCEPT
WITH RESPECT TO REFUNDS, RETURNS AND ALLOWANCES IN THE ORDINARY COURSE OF
BUSINESS) AND (4) IS AND WILL BE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS, WHETHER FEDERAL, STATE, LOCAL OR FOREIGN;
(B)
ON THE CLOSING DATE, NONE OF THE ACCOUNT DEBTORS IN RESPECT OF ANY
RECEIVABLE IN EXCESS OF $1,000,000 INDIVIDUALLY OR $2,000,000 IN THE AGGREGATE
IS THE GOVERNMENT OF THE UNITED STATES, ANY AGENCY OR INSTRUMENTALITY THEREOF,
ANY STATE OR MUNICIPALITY OR ANY FOREIGN SOVEREIGN;
(C)
ON THE CLOSING DATE, ANY GOODS NOW OR HEREAFTER PRODUCED BY ANY
GRANTOR INCLUDED IN THE COLLATERAL HAVE BEEN AND WILL BE PRODUCED IN ALL
MATERIAL RESPECTS IN COMPLIANCE WITH THE REQUIREMENTS OF THE FAIR LABOR
STANDARDS ACT, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER;
AND
(D)
ON THE CLOSING DATE, OTHER THAN ANY INVENTORY OR EQUIPMENT (I) IN
TRANSIT, (II) UNDERGOING REPAIRS, (III) CONSISTING OF SALES SAMPLES IN THE
POSSESSION OF EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS, (IV) IN POSSESSION
OF THE COLLATERAL AGENT OR LENDERS, (V) CONSISTING OF MOBILE EQUIPMENT, (VI) OF
AN IMMATERIAL VALUE KEPT ON THE PREMISES OF CUSTOMERS IN THE ORDINARY COURSE OF
BUSINESS OR (VII) HAVING A VALUE OF LESS THAN $1,000,000 IN THE AGGREGATE, ALL
OF THE EQUIPMENT AND INVENTORY INCLUDED IN THE COLLATERAL IS LOCATED ONLY AT THE
LOCATIONS SPECIFIED IN SCHEDULE 5.5 (AS SUCH SCHEDULE MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO