CAUSE TO BE COLLECTED FROM THE
ACCOUNT DEBTOR NAMED IN EACH OF ITS ACCOUNTS OR OBLIGOR UNDER ANY CONTRACT, AS
AND WHEN DUE (INCLUDING, WITHOUT LIMITATION, AMOUNTS WHICH ARE DELINQUENT, SUCH
AMOUNTS TO BE COLLECTED IN ACCORDANCE WITH GENERALLY ACCEPTED LAWFUL COLLECTION
PROCEDURES) ANY AND ALL AMOUNTS OWING UNDER OR ON ACCOUNT OF SUCH ACCOUNT OR
CONTRACT, AND APPLY FORTHWITH UPON RECEIPT THEREOF ALL SUCH AMOUNTS AS ARE SO
COLLECTED TO THE OUTSTANDING BALANCE OF SUCH ACCOUNT OR UNDER SUCH CONTRACT.
(O)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE GRANTORS SHALL REMAIN
LIABLE UNDER EACH OF THE ACCOUNTS AND CONTRACTS TO OBSERVE AND PERFORM ALL OF
THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT THEREUNDER,
ALL IN ACCORDANCE WITH THE TERMS OF ANY AGREEMENT GIVING RISE TO SUCH ACCOUNTS
OR SUCH CONTRACTS, AS THE CASE MAY BE.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OTHER SECURED PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER ANY ACCOUNT (OR
ANY AGREEMENT GIVING RISE THERETO) OR ANY CONTRACT BY REASON OF OR ARISING OUT
OF THIS AGREEMENT OR THE RECEIPT BY THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY OF ANY PAYMENT RELATING TO SUCH
22
ACCOUNT OR CONTRACT, AS THE CASE MAY BE, PURSUANT HERETO, NOR SHALL THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY BE OBLIGATED IN ANY MANNER TO
PERFORM ANY OF THE OBLIGATIONS OF ANY GRANTOR UNDER OR PURSUANT TO ANY ACCOUNT
(OR ANY AGREEMENT GIVING RISE THERETO) OR ANY CONTRACT, TO MAKE ANY PAYMENT, TO
MAKE ANY INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY
THEM OR AS TO THE SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY ACCOUNT
(OR ANY AGREEMENT GIVING RISE THERETO) OR ANY CONTRACT, TO PRESENT OR FILE ANY
CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY PERFORMANCE OR TO COLLECT THE PAYMENT
OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO THEM OR TO WHICH THEY MAY BE
ENTITLED AT ANY TIME OR TIMES.
SECTION 4.04. OTHER ACTIONS.
IN ORDER TO FURTHER INSURE THE ATTACHMENT,
PERFECTION AND PRIORITY OF, AND THE ABILITY OF THE ADMINISTRATIVE AGENT TO
ENFORCE, THE SECURITY INTEREST, EACH GRANTOR AGREES, IN EACH CASE AT SUCH
GRANTOR'S OWN EXPENSE, TO TAKE THE FOLLOWING ACTIONS WITH RESPECT TO THE
FOLLOWING ARTICLE 9 COLLATERAL:
(A)
INSTRUMENTS AND TANGIBLE CHATTEL PAPER.
IN ACCORDANCE WITH AND IN
FURTHERANCE OF ARTICLE III, IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE ANY
INSTRUMENTS (OTHER THAN ANY INSTRUMENT WITH A FACE AMOUNT OF LESS THAN
$5,000,000 SO LONG AS THE AGGREGATE PRINCIPAL AMOUNT OF INSTRUMENTS UNDER THIS
EXCLUSION DOES NOT EXCEED $10,000,000 ) OR TANGIBLE CHATTEL PAPER WITH A VALUE
OF $2,500,000 OR MORE, SUCH GRANTOR SHALL FORTHWITH ENDORSE, ASSIGN AND DELIVER
THE SAME TO THE ADMINISTRATIVE AGENT (OR THE REVOLVER COLLATERAL AGENT OR A
DESIGNATED BAILEE FOR PURPOSES OF PERFECTION, IN ACCORDANCE WITH THE
INTERCREDITOR AGREEMENT), ACCOMPANIED BY SUCH INSTRUMENTS OF TRANSFER OR
ASSIGNMENT DULY EXECUTED IN BLANK AS THE ADMINISTRATIVE AGENT MAY FROM TIME