ANY ADVERSE
CLAIMS OTHER THAN ADVERSE CLAIMS IN FAVOR OF THE AGENT FOR THE BENEFIT OF THE
LENDERS (INCLUDING THE FILING OF ALL FINANCING STATEMENTS OR OTHER SIMILAR
INSTRUMENTS OR DOCUMENTS NECESSARY UNDER THE UCC (OR ANY COMPARABLE LAW) OF ALL
APPROPRIATE JURISDICTIONS TO PERFECT THE INTEREST IN THAT PORTION OF SUCH
COLLATERAL WITH RESPECT TO WHICH A SECURITY INTEREST MAY BE PERFECTED BY FILING
A FINANCING STATEMENT AND SUCH OTHER ACTION TO PERFECT, PROTECT OR MORE FULLY
EVIDENCE THE INTEREST OF THE AGENT FOR THE BENEFIT OF THE LENDERS AS THE AGENT
MAY REASONABLY REQUEST).
(G)
COMPLY IN ALL MATERIAL RESPECTS WITH ITS CREDIT AND COLLECTION
POLICY IN REGARD TO EACH RECEIVABLE AND THE RELATED CONTRACT.
(H)
INSTRUCT ALL OBLIGORS TO REMIT ALL COLLECTIONS DIRECTLY TO A P.O.
BOX OR BLOCKED ACCOUNT.
THE COMPANY AGREES TO IDENTIFY FUNDS RECEIVED FROM
OBLIGORS TO THEIR RELATED OUTSTANDING RECEIVABLES AS PROMPTLY AS FEASIBLE.
THE
COMPANY WILL CAUSE (I) ALL ITEMS FROM ALL P.O. BOXES TO BE PROCESSED AND
DEPOSITED TO A BLOCKED ACCOUNT WITHIN THREE BUSINESS DAYS AFTER RECEIPT IN A
P.O. BOX AND ALL PROCEEDS FROM ALL P.O. BOXES TO BE DIRECTLY DEPOSITED INTO A
BLOCKED ACCOUNT, AND (II) ALL AMOUNTS DEPOSITED TO ANY BLOCKED ACCOUNT RELATING
TO EXCLUDED RECEIVABLES TO BE ELECTRONICALLY SWEPT OR OTHERWISE TRANSFERRED OUT
OF SUCH BLOCKED ACCOUNT WITHIN TWO BUSINESS DAYS OF BEING DEPOSITED THEREIN,
SUBJECT TO THE AGENT'S EXERCISE OF ITS RIGHTS UNDER SECTION 3.4(B).
IF ANY
PAYMENTS RELATING TO RECEIVABLES (OTHER THAN THOSE DEPOSITED DIRECTLY INTO
BLOCKED ACCOUNTS) ARE REMITTED DIRECTLY TO THE COMPANY OR ANY AFFILIATE OF THE
COMPANY OR TO ANY OTHER BANK THROUGH WHICH THE COMPANY HAS AN ARRANGEMENT TO
ACCEPT SO-CALLED "WALK-IN" PAYMENTS, THE COMPANY WILL REMIT (OR WILL CAUSE ALL
SUCH PAYMENTS TO BE REMITTED) DIRECTLY FOR DEPOSIT INTO A BLOCKED ACCOUNT WITHIN
TWO BUSINESS DAYS FOLLOWING RECEIPT THEREOF.
THE COMPANY SHALL NOT GRANT THE
RIGHT TO TAKE DOMINION AND CONTROL OR "CONTROL" (WITHIN THE MEANING OF SECTION
9-104 OF THE UCC OF ALL APPLICABLE JURISDICTIONS) OF ANY P.O. BOX OR BLOCKED
ACCOUNT AT A FUTURE TIME OR UPON THE OCCURRENCE OF A FUTURE EVENT TO ANY PERSON,
EXCEPT TO THE AGENT AS CONTEMPLATED BY THIS AGREEMENT.
WITH RESPECT TO EACH
BLOCKED ACCOUNT, THE COMPANY SHALL TAKE ALL STEPS NECESSARY TO ENSURE THAT THE
AGENT HAS "CONTROL" (WITHIN THE MEANING OF SECTION 9-104 OF THE UCC OF ALL
APPLICABLE JURISDICTIONS) OVER EACH SUCH BLOCKED ACCOUNT.
(I)
PROVIDE THE AGENT WITH PRIOR WRITTEN NOTICE OF ANY AND ALL DEPOSIT
ACCOUNTS OPENED SUBSEQUENT TO THE CLOSING DATE INTO WHICH PROCEEDS OF ANY
RECEIVABLES ARE
36
PROPOSED TO BE DEPOSITED, AND PRIOR TO THEIR USE FOR SUCH PURPOSE THE COMPANY
SHALL CAUSE A BLOCKED ACCOUNT AGREEMENT TO BE ENTERED INTO WITH RESPECT TO SUCH
DEPOSIT ACCOUNT AND THE PROPOSED BLOCKED ACCOUNT BANK SHALL BE REASONABLY
SATISFACTORY TO THE AGENT.
(J)
FILE ALL TAX RETURNS AND REPORTS REQUIRED BY LAW TO BE FILED BY IT
AND WILL PROMPTLY PAY AND DISCHARGE, BEFORE