and defend any action or proceeding that may affect such Debtor's title to or
Secured Party's security interest in the Collateral.
6.2
SECURED PARTY AUTHORIZED.
EACH DEBTOR HEREBY AUTHORIZES SECURED
PARTY AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY FILING OFFICE IN ANY
UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS AND
AMENDMENTS THERETO THAT (A) INDICATE THE COLLATERAL AS BEING OF AN EQUAL OR
LESSER SCOPE OR WITH GREATER DETAIL, AND (B) CONTAIN ANY OTHER INFORMATION
REQUIRED BY PART 5 OF ARTICLE 9 OF THE UCC FOR THE SUFFICIENCY OR FILING OFFICE
ACCEPTANCE OF ANY FINANCING STATEMENT OR AMENDMENT, INCLUDING WHETHER DEBTOR IS
AN ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY ORGANIZATIONAL IDENTIFICATION
NUMBER ISSUED TO DEBTOR.
EACH DEBTOR AGREES TO FURNISH ANY SUCH INFORMATION TO
SECURED PARTY PROMPTLY UPON REQUEST.
EACH DEBTOR ALSO RATIFIES ITS
AUTHORIZATION FOR SECURED PARTY TO HAVE FILED IN ANY UNIFORM COMMERCIAL CODE
JURISDICTION ANY LIKE INITIAL FINANCING STATEMENTS OR AMENDMENTS THERETO IF
FILED PRIOR TO THE DATE HEREOF
6.3
CORPORATE OR NAME CHANGE.
EACH DEBTOR WILL NOTIFY SECURED PARTY
PROMPTLY IN WRITING AT LEAST 30 DAYS PRIOR TO (A) ANY CHANGE IN SUCH DEBTOR'S
NAME, IDENTITY, MAILING ADDRESS, JURISDICTION OF ORGANIZATION OR CORPORATE
STRUCTURE AND (B) SUCH DEBTOR'S COMMENCING THE USE OF ANY TRADE NAME, ASSUMED
NAME OR FICTITIOUS NAME.
6.4
BUSINESS LOCATIONS.
EACH DEBTOR WILL MAINTAIN ITS CHIEF PLACE OF
BUSINESS, ITS CHIEF EXECUTIVE OFFICE AND THE OFFICE WHERE SUCH DEBTOR KEEPS ITS
BOOKS AND RECORDS RELATING TO THE COLLATERAL AT THE LOCATION SPECIFIED FOR SUCH
DEBTOR ON SCHEDULE 5.3(A) HERETO.
EACH DEBTOR SHALL GIVE SECURED PARTY THIRTY
(30) DAYS PRIOR WRITTEN NOTICE OF ANY CHANGE IN ITS CHIEF PLACE OF BUSINESS, ITS
CHIEF EXECUTIVE OFFICE AND THE OFFICE WHERE SUCH DEBTOR KEEPS ITS BOOKS AND
RECORDS RELATING TO THE COLLATERAL.
WITH RESPECT TO ANY NEW LOCATION (WHICH IN
ANY EVENT SHALL BE WITHIN THE CONTINENTAL UNITED STATES), EACH DEBTOR SHALL
EXECUTE SUCH DOCUMENTS AND TAKE SUCH ACTIONS AS SECURED PARTY REASONABLY DEEMS
NECESSARY TO PERFECT AND PROTECT THE SECURITY INTERESTS.
6.5
INSTRUMENTS; CERTIFICATED INVESTMENT PROPERTY.
EACH DEBTOR SHALL
DELIVER AND PLEDGE TO SECURED PARTY ALL INSTRUMENTS AND CERTIFICATED INVESTMENT
PROPERTY INCLUDED WITHIN THE COLLATERAL, DULY ENDORSED AND ACCOMPANIED BY DULY
EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO SECURED PARTY.
6.6
CONTRACT COVENANTS.
EXCEPT AS OTHERWISE PROVIDED IN THIS
SUBSECTION 6.6, EACH DEBTOR SHALL CONTINUE TO COLLECT, AT ITS OWN EXPENSE, ALL
AMOUNTS DUE OR TO BECOME DUE SUCH DEBTOR UNDER ITS CONTRACTS.
IN CONNECTION
WITH SUCH COLLECTIONS, EACH DEBTOR SHALL TAKE SUCH ACTION AS SUCH DEBTOR DEEMS
NECESSARY OR ADVISABLE IN THE EXERCISE OF PRUDENT BUSINESS JUDGMENT TO ENFORCE
COLLECTION OF SUCH CONTRACTS; PROVIDED THAT SECURED PARTY SHALL HAVE THE RIGHT
AT ANY
7
time after the occurrence and during the continuance of an Event of Default,
upon notice to such Debtor to: (A) notify the customers or obligors under the
Contracts of the assignment of such Contracts to