SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL....................................................................5
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL 7 3.1. Additional Representations and Warranties 7 3.2. Maintenance of Records 7 3.3. Direction to Account Debtors; Contracting Parties; etc. 7 3.4. Modification of Terms; etc. 8 3.5. Collection 8 3.6. Instruments 9 3.7. Assignors Remain Liable Under Accounts 9 3.8. Assignors Remain Liable Under Contracts 9 3.9. Deposit Accounts; Etc. 9 3.10. Letter-of-Credit Rights 10 3.11. Reserved 10 3.12. Chattel Paper 10 3.13. Further Actions 10 3.14. Account Verification 11 ARTICLE IV PROVISIONS CONCERNING ALL COLLATERAL 11 4.1. Protection of Administrative Agent’s Security 11 4.2. Warehouse Receipts Non-Negotiable 11 4.3. Additional Information 11 4.4. Further Actions 11 4.5. Financing Statements 12 ARTICLE V REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT 12 5.1. Remedies; Obtaining the Collateral Upon Default 12 5.2. Remedies; Disposition of the Collateral 13 5.3. Waiver of Claims 14 5.4. Application of Proceeds 15 5.5. Remedies Cumulative 16 5.6. Discontinuance of Proceedings 16 ARTICLE VI INDEMNITY 16 6.1. Indemnity 16 6.2. Indemnity Obligations Secured by Collateral; Survival 18 ARTICLE VII DEFINITIONS 18 ARTICLE VIII MISCELLANEOUS 23 8.1. Notices 23 8.2. Waiver; Amendment 24 8.3. Obligations Absolute 24 8.4. Successors and Assigns 24 8.5. Headings Descriptive 25 8.6. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL 25 8.7. Assignors’ Duties 26 8.8. Termination; Release 26 8.9. Counterparts 27 8.10. Severability 27 8.11. The Administrative Agent and the other Secured Creditors 28 8.12. Additional Assignors 28 8.13. Calculation of Obligations under Secured Hedging Agreements 28 ANNEX A Schedule of Chief Executive Offices; Inventory and Equipment Locations ANNEX B Schedule of Legal Names, Type of Organization (And Whether A Registered Organization And/Or A Transmitting Utility), Jurisdiction of Organization, Location and Organizational Identification Numbers ANNEX C Schedule of Deposit Accounts ANNEX D The Administrative Agent U.S. SECURITY AGREEMENT THIS SECURITY AGREEMENT, is dated as of June 1, 2010, and made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 8.12 hereof, the “Assignors”) in favor of BANK OF AMERICA, N.A., as administrative agent and collateral agent (together with any successor administrative and collateral agent, the “Administrative Agent”), for the be...
SPECIAL PROVISIONS CONCERNING ACCOUNTS. 4(a) As of the time when each of its Accounts arises, the Debtor shall be deemed to have represented and warranted that such Accounts and all records, papers and documents relating thereto (if any) are genuine and in all 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 obligation of the account debtor evidencing indebtedness unpaid and owed by such account debtor arising out of the performance of labor or services or the sale or lease and delivery of the 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 purposes other than general accounting purposes), (iii) will evidence true and valid obligations, enforceable in accordance with their respective terms, not subject to the fulfillment of any contract or condition whatsoever or to any defenses, set offs or counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business), or stamp or other taxes, and (iv) will be in compliance and will conform with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.
SPECIAL PROVISIONS CONCERNING ACCOUNTS. (a) As of the time when any Account arises, the Debtor shall be deemed to have warranted as to such Account that such Account and all papers and documents relating thereto are genuine and in all respects what they purport to be, and that each such Account (i) will represent the genuine, legal, valid and binding obligation of the account debtor thereon for the unpaid amount owed by such account debtor for the sale and delivery by the Debtor of the goods, or the performance by the Debtor of the services, listed therein, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein, (iii) will evidence true obligations, enforceable in accordance with their respective terms and not subject to any stamp or other taxes, except as shall be disclosed to the Creditor, and (iv) will be, to the best knowledge of the Debtor, in compliance and will conform with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction. The Debtor shall take all reasonable steps necessary to preserve the liability of each account debtor, guarantor, endorser, obligor, secondary party on or with respect to the Accounts. The Debtor shall notify the Creditor in writing of any defenses, set-offs or counterclaims affecting a material portion of the Debtor’s Accounts, promptly after obtaining knowledge thereof.
SPECIAL PROVISIONS CONCERNING ACCOUNTS. INSTRUMENTS; CHATTEL PAPER; COMMERCIAL TORT CLAIMS................................................ 6
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL......................................... 5 3.1. Direction to Account Debtors; Contracting Parties; etc... 5 3.2. Collection............................................... 6 3.3. Assignors Remain Liable Under Contracts.................. 6 3.4. Chattel Paper............................................ 7 3.5.
SPECIAL PROVISIONS CONCERNING ACCOUNTS. 4.5 As of the time when each of its Accounts arises, such Assignor shall be deemed to have represented and warranted that, to the best of such Assignor's knowledge, such Accounts and all records, papers and documents relating thereto (i) represent the legal, valid and binding obligation of the account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) constitute and evidence true and valid obligations, subject to customary set-offs, rights of return, deductions and discounts, and (iii) are in compliance and conform in all respects with all applicable laws of any relevant foreign jurisdiction.
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS AND CERTAIN OTHER TYPES OF COLLATERAL
SPECIAL PROVISIONS CONCERNING ACCOUNTS. INSTRUMENTS; CHATTEL PAPER; COMMERCIAL TORT CLAIMS 6 4.01 Additional Representations and Warranties 6 4.02 Maintenance of Records 7 4.03 Direction to Account Debtors; Contracting Parties; etc. 7 4.04 Collection 7 4.05 Instruments and Chattel Paper 8 4.06 Commercial Tort Claims 8
