ITEM OF EQUIPMENT THE PERFECTION OF WHICH IS GOVERNED BY THE
NOTATION ON THE CERTIFICATE OF TITLE OF THE ADMINISTRATIVE AGENT'S SECURITY
INTEREST CREATED HEREUNDER.
5.
REMEDIAL PROVISIONS.
5.1.
CERTAIN MATTERS RELATING TO ACCOUNTS.
(A)
AT
ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
AND AFTER GIVING REASONABLE NOTICE TO THE BORROWER AND ANY OTHER RELEVANT
GRANTOR, THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO MAKE TEST
VERIFICATIONS OF THE ACCOUNTS IN ANY MANNER AND THROUGH ANY MEDIUM THAT IT
REASONABLY CONSIDERS ADVISABLE, AND EACH GRANTOR SHALL FURNISH ALL SUCH
ASSISTANCE AND INFORMATION AS THE ADMINISTRATIVE AGENT MAY REQUIRE IN CONNECTION
WITH SUCH TEST VERIFICATIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE THE ABSOLUTE
RIGHT TO SHARE ANY INFORMATION IT GAINS FROM SUCH INSPECTION OR VERIFICATION
WITH ANY SECURED PARTY.
(B)
THE ADMINISTRATIVE AGENT HEREBY AUTHORIZES
EACH GRANTOR TO COLLECT SUCH GRANTOR'S ACCOUNTS AND THE ADMINISTRATIVE AGENT MAY
CURTAIL OR TERMINATE SAID AUTHORITY AT ANY TIME AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT. IF REQUIRED IN WRITING BY THE
ADMINISTRATIVE AGENT AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, ANY PAYMENTS OF ACCOUNTS, WHEN COLLECTED BY ANY GRANTOR,
(I) SHALL BE
11
FORTHWITH (AND, IN ANY EVENT, WITHIN TWO BUSINESS DAYS) DEPOSITED BY SUCH
GRANTOR IN THE EXACT FORM RECEIVED, DULY ENDORSED BY SUCH GRANTOR TO THE
ADMINISTRATIVE AGENT IF REQUIRED, IN A COLLATERAL ACCOUNT MAINTAINED UNDER THE
SOLE DOMINION AND CONTROL OF AND ON TERMS AND CONDITIONS REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT, SUBJECT TO WITHDRAWAL BY THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE SECURED PARTIES ONLY AS PROVIDED IN SUBSECTION 5.5, AND
(II) UNTIL SO TURNED OVER, SHALL BE HELD BY SUCH GRANTOR IN TRUST FOR THE
ADMINISTRATIVE AGENT AND THE SECURED PARTIES, SEGREGATED FROM OTHER FUNDS OF
SUCH GRANTOR.
EACH SUCH DEPOSIT OF PROCEEDS OF ACCOUNTS SHALL BE ACCOMPANIED BY
A REPORT IDENTIFYING IN REASONABLE DETAIL THE NATURE AND SOURCE OF THE PAYMENTS
INCLUDED IN THE DEPOSIT.
(C)
AT THE ADMINISTRATIVE AGENT'S REQUEST AT
ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
EACH GRANTOR SHALL DELIVER TO THE ADMINISTRATIVE AGENT ALL ORIGINAL AND OTHER
DOCUMENTS EVIDENCING, AND RELATING TO, THE AGREEMENTS AND TRANSACTIONS WHICH
GAVE RISE TO THE ACCOUNTS, INCLUDING ALL ORIGINAL ORDERS, INVOICES AND SHIPPING
RECEIPTS.
(D)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, A GRANTOR SHALL NOT GRANT ANY EXTENSION OF
THE TIME OF PAYMENT OF ANY OF THE ACCOUNTS, COMPROMISE, COMPOUND OR SETTLE THE
SAME FOR LESS THAN THE FULL AMOUNT THEREOF, RELEASE, WHOLLY OR PARTLY, ANY
PERSON LIABLE FOR THE PAYMENT THEREOF, OR ALLOW ANY CREDIT OR DISCOUNT
WHATSOEVER THEREON IF THE ADMINISTRATIVE AGENT SHALL HAVE INSTRUCTED THE
GRANTORS NOT TO GRANT OR MAKE ANY SUCH EXTENSION, CREDIT, DISCOUNT, COMPROMISE,
OR SETTLEMENT UNDER ANY CIRCUMSTANCES DURING THE CONTINUANCE OF SUCH EVENT OF
DEFAULT.
5.2.
COMMUNICATIONS WITH OBLIGORS; GRANTORS REMAIN
LIABLE.
(A)
THE ADMINISTRATIVE AGENT