OBLIGATIONS ON ITS PART TO BE FULFILLED UNDER OR IN CONNECTION WITH THE
RECEIVABLES AND CONTRACTS, AND NO ASSIGNOR WILL DO ANYTHING TO IMPAIR IN ANY
MATERIAL RESPECT THE RIGHTS OF THE COLLATERAL AGENT IN THE RECEIVABLES, EXCEPT
AS PERMITTED BY SECTION 3.5 HEREOF.
3.5.
COLLECTION.
EACH ASSIGNOR SHALL USE REASONABLE EFFORTS TO ENDEAVOR TO
CAUSE TO BE COLLECTED FROM THE ACCOUNT DEBTOR NAMED IN EACH OF ITS RECEIVABLES
OR CHATTEL PAPER OR OBLIGOR
10
UNDER ANY CONTRACT OR INSTRUMENT, AS AND WHEN DUE (INCLUDING, WITHOUT
LIMITATION, AMOUNTS, SERVICES OR PRODUCTS WHICH ARE DELINQUENT, SUCH AMOUNTS,
SERVICES OR PRODUCTS TO BE COLLECTED IN ACCORDANCE WITH GENERALLY ACCEPTED
LAWFUL COLLECTION PROCEDURES) ANY AND ALL AMOUNTS, SERVICES OR PRODUCTS OWING
UNDER OR ON ACCOUNT OF SUCH RECEIVABLE, CHATTEL PAPER, INSTRUMENT OR CONTRACT,
AND APPLY FORTHWITH UPON RECEIPT THEREOF ALL SUCH AMOUNTS, SERVICES OR PRODUCTS
AS ARE SO COLLECTED TO THE OUTSTANDING BALANCE OF SUCH RECEIVABLE, CHATTEL PAPER
OR INSTRUMENT OR UNDER SUCH CONTRACT, EXCEPT THAT, PRIOR TO THE OCCURRENCE OF AN
EVENT OF DEFAULT, ANY ASSIGNOR MAY ALLOW IN THE ORDINARY COURSE OF BUSINESS AS
ADJUSTMENTS TO AMOUNTS, SERVICES OR PRODUCTS OWING UNDER ITS RECEIVABLES,
CHATTEL PAPER, INSTRUMENTS AND CONTRACTS (I) AN EXTENSION OR RENEWAL OF THE TIME
OR TIMES OF PAYMENT OR EXCHANGE, OR SETTLEMENT FOR LESS THAN THE TOTAL UNPAID
BALANCE, WHICH SUCH ASSIGNOR FINDS APPROPRIATE IN ACCORDANCE WITH REASONABLE
BUSINESS JUDGMENT AND (II) A REFUND OR CREDIT DUE AS A RESULT OF RETURNED OR
DAMAGED MERCHANDISE OR IMPROPERLY PERFORMED SERVICES. THE COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) OF COLLECTION, WHETHER INCURRED
BY AN ASSIGNOR OR THE COLLATERAL AGENT, SHALL BE BORNE BY THE RELEVANT ASSIGNOR.
3.6.
INSTRUMENTS.
IF ANY ASSIGNOR OWNS OR ACQUIRES ANY INSTRUMENT CONSTITUTING
COLLATERAL (OTHER THAN CHECKS AND OTHER PAYMENT INSTRUMENTS RECEIVED AND
COLLECTED IN THE ORDINARY COURSE OF BUSINESS), SUCH ASSIGNOR WILL WITHIN 10 DAYS
FOLLOWING SUCH ACQUISITION IF EITHER AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR SUCH INSTRUMENT HAS A STATED PRINCIPAL AMOUNT IN EXCESS OF
$100,000 NOTIFY THE COLLATERAL AGENT THEREOF, AND, UPON REQUEST BY THE
COLLATERAL AGENT, WILL PROMPTLY DELIVER SUCH COLLATERAL TO THE COLLATERAL AGENT
APPROPRIATELY ENDORSED TO THE ORDER OF THE COLLATERAL AGENT AS FURTHER SECURITY
HEREUNDER.
IN ADDITION, IF THE COLLATERAL AGENT SO DIRECTS, SUCH ASSIGNOR SHALL
LEGEND, IN FORM AND MANNER SATISFACTORY TO THE COLLATERAL AGENT, THE INSTRUMENTS
WITH AN APPROPRIATE REFERENCE TO THE FACT THAT SUCH INSTRUMENTS HAVE BEEN
ASSIGNED TO THE COLLATERAL AGENT AND THAT THE COLLATERAL AGENT HAS A SECURITY
INTEREST THEREIN.
3.7.
COMMERCIAL TORT CLAIMS.
ALL COMMERCIAL TORT CLAIMS OF EACH ASSIGNOR IN
EXISTENCE THE SECOND RESTATEMENT EFFECTIVE DATE ARE DESCRIBED IN ANNEX E HERETO.
UPON THE WRITTEN REQUEST OF THE COLLATERAL AGENT, EACH ASSIGNOR SHALL PROMPTLY
FURNISH TO THE COLLATERAL AGENT AN UPDATE OF ANNEX E HERETO, AND IF REQUESTED BY
THE COLLATERAL AGENT, THE RESPECTIVE ASSIGNOR SHALL GRANT TO THE COLLATERAL
AGENT A SECURITY INTEREST IN ANY COMMERCIAL TORT CLAIM SET FORTH ON SUCH UPDATED
ANNEX