OF THE SECURITY INTERESTS.
(VIII)
EXECEPT AS OTHERWISE PROVIDED IN SECTION 14
HEREIN, NO GRANTOR SHALL FILE ANY AMENDMENT TO OR TERMINATION OF A FINANCING
STATEMENT NAMING ANY GRANTOR AS DEBTOR AND THE ADMINISTRATIVE AGENT AS SECURED
PARTY, OR ANY CORRECTION STATEMENT WITH RESPECT THERETO, IN ANY JURISDICTION
UNTIL SUCH TIME AS THE SECURED OBLIGATIONS HAVE BEEN SATISFIED AND THE
ADMINISTRATIVE AGENT AND THE SECURED PARTIES HAVE RELEASED THEIR SECURITY
INTERESTS GRANTED HEREUNDER.
(IX)
EACH GRANTOR SHALL TAKE ALL STEPS REASONABLY
NECESSARY TO GRANT THE ADMINISTRATIVE AGENT CONTROL OF ALL ELECTRONIC CHATTEL
PAPER IN ACCORDANCE WITH THE UCC AND ALL "TRANSFERABLE RECORDS" AS DEFINED IN
EACH OF THE UNIFORM ELECTRONIC TRANSACTIONS ACT AND THE ELECTRONIC SIGNATURES IN
GLOBAL AND NATIONAL COMMERCE ACT.
(B)
ACCOUNTS, ETC.
(I)
EACH GRANTOR SHALL USE ALL REASONABLE
EFFORTS CONSISTENT WITH PRUDENT BUSINESS PRACTICE TO CAUSE TO BE COLLECTED FROM
ITS ACCOUNT DEBTORS, AS AND WHEN DUE, ANY AND ALL AMOUNTS OWING UNDER OR ON
ACCOUNT OF EACH ACCOUNT (INCLUDING, WITHOUT LIMITATION, ACCOUNTS WHICH ARE
DELINQUENT, SUCH ACCOUNTS TO BE COLLECTED IN ACCORDANCE WITH LAWFUL COLLECTION
PROCEDURES) AND APPLY FORTHWITH UPON RECEIPT THEREOF ALL SUCH AMOUNTS AS ARE SO
COLLECTED TO THE OUTSTANDING BALANCE OF SUCH ACCOUNT.
THE COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES ACTUALLY INCURRED) OF
COLLECTION OF ACCOUNTS INCURRED BY SUCH GRANTOR OR THE ADMINISTRATIVE AGENT
SHALL BE BORNE BY THE GRANTORS.
(II)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, UPON REQUEST OF THE ADMINISTRATIVE AGENT,
EACH GRANTOR WILL PROMPTLY
11
NOTIFY (AND EACH GRANTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT SO TO
NOTIFY) EACH ACCOUNT DEBTOR IN RESPECT OF ANY ACCOUNT OR INSTRUMENT THAT SUCH
COLLATERAL HAS BEEN ASSIGNED TO THE ADMINISTRATIVE AGENT HEREUNDER, AND THAT ANY
PAYMENTS DUE OR TO BECOME DUE IN RESPECT OF SUCH COLLATERAL ARE TO BE MADE
DIRECTLY TO THE ADMINISTRATIVE AGENT OR ITS DESIGNEE.
(III)
EACH GRANTOR WILL PERFORM AND COMPLY IN ALL
MATERIAL RESPECTS WITH ALL OF ITS OBLIGATIONS IN RESPECT OF ACCOUNTS,
INSTRUMENTS AND GENERAL INTANGIBLES.
(C)
EQUIPMENT, ETC.
EACH GRANTOR SHALL,
(I) WITHIN TEN (10) DAYS AFTER A WRITTEN REQUEST BY THE ADMINISTRATIVE AGENT, IN
THE CASE OF EQUIPMENT NOW OWNED, AND (II) FOLLOWING A REQUEST BY THE
ADMINISTRATIVE AGENT PURSUANT TO SUBCLAUSE (I) ABOVE, WITHIN TEN (10) DAYS AFTER
ACQUIRING ANY OTHER EQUIPMENT, DELIVER TO THE ADMINISTRATIVE AGENT, ANY AND ALL
CERTIFICATES OF TITLE, AND APPLICATIONS THEREFOR, IF ANY, OF SUCH EQUIPMENT AND
SHALL CAUSE THE ADMINISTRATIVE AGENT TO BE NAMED AS LIENHOLDER ON ANY SUCH
CERTIFICATE OF TITLE AND APPLICATIONS.
NO GRANTOR SHALL PERMIT ANY SUCH ITEMS
TO BECOME A FIXTURE TO REAL ESTATE OR AN ACCESSION TO OTHER PERSONAL PROPERTY
UNLESS SUCH REAL ESTATE OR PERSONAL PROPERTY IS THE SUBJECT OF A FIXTURE FILING
(AS DEFINED IN THE UCC) CREATING A FIRST PRIORITY PERFECTED LIEN IN FAVOR OF THE
ADMINISTRATIVE AGENT.
(D)
PATENTS, TRADEMARKS, ETC.
EACH GRANTOR
SHALL NOTIFY THE ADMINISTRATIVE AGENT PROMPTLY UPON THE OCCURRENCE OF EACH OF
THE FOLLOWING (I) SUCH