SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; AND CERTAIN OTHER COMPANY COLLATERAL.................................................5
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.
4(c) The Debtor shall endeavor to cause to be collected from the account debtor named in each of its Accounts, as and when due (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with generally accepted lawful collection procedures), any and all amounts owing under or on account of such Accounts, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Accounts, except that, so long as no Event of Default exists and is continuing, the Debtor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which the Debtor finds appropriate in accordance with sound business judgment. The costs and expenses (including, without limitation, attorneys' fees and expenses) of collection, whether incurred by the Debtor or the Lender, shall be borne by the Debtor.
4(d) If any of the Accounts becomes evidenced by an Instrument, the Debtor will within ten (10) days notify the Lender thereof, and upon request by the Lender promptly deliver such Instrument...
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 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 benefit of the Secured Cre...
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS;
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL..
3.1. Maintenance of Records...
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. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL 8 3.1. Additional Representations and Warranties 8 3.2. Maintenance of Records 8 3.3. Direction to Account Debtors; Contracting Parties; etc 9 3.4. Modification of Terms; etc 9 3.5. Collection 9 3.6. Instruments 10 3.7. Assignors Remain Liable Under Accounts 10 3.8. Assignors Remain Liable Under Contracts 10 3.9. Deposit Accounts; Etc 11 3.10. Letter-of-Credit Rights 11 3.11. Commercial Tort Claims 12 3.12. Chattel Paper 12 3.13. Further Actions 12 3.14. Overriding Provisions with respect to ABL Priority Collateral 12
SPECIAL PROVISIONS CONCERNING ACCOUNTS. CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL 9
3.1 Additional Representations and Warranties 9
3.2 Maintenance of Records 9
