THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE REQUEST
OF THE SECURITY AGENT, SUCH GRANTOR SHALL, AT ITS OWN COST AND EXPENSE, DELIVER
ALL TANGIBLE EVIDENCE OF ITS ACCOUNTS AND CONTRACT RIGHTS (INCLUDING, WITHOUT
LIMITATION, ALL DOCUMENTS EVIDENCING THE ACCOUNTS AND ALL CONTRACTS) AND SUCH
BOOKS AND RECORDS TO THE SECURITY AGENT OR TO ITS REPRESENTATIVES (COPIES OF
WHICH EVIDENCE AND BOOKS AND RECORDS MAY BE RETAINED BY SUCH GRANTOR).
IF THE
SECURITY AGENT SO DIRECTS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, SUCH GRANTOR SHALL LEGEND, IN FORM AND MANNER SATISFACTORY TO
THE SECURITY AGENT, THE ACCOUNTS AND THE CONTRACTS, AS WELL AS BOOKS, RECORDS
AND DOCUMENTS (IF ANY) OF SUCH GRANTOR EVIDENCING OR PERTAINING TO SUCH ACCOUNTS
AND CONTRACTS WITH AN APPROPRIATE REFERENCE TO THE FACT THAT SUCH ACCOUNTS AND
CONTRACTS HAVE BEEN ASSIGNED TO THE SECURITY AGENT AND THAT THE SECURITY AGENT
HAS A SECURITY INTEREST THEREIN.
(M)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IF
THE SECURITY AGENT SO DIRECTS ANY GRANTOR IN WRITING, SUCH GRANTOR AGREES (X) TO
CAUSE ALL PAYMENTS ON ACCOUNT OF THE ACCOUNTS AND CONTRACTS TO BE MADE DIRECTLY
TO A CASH COLLATERAL ACCOUNT, (Y) THAT THE SECURITY AGENT MAY, AT ITS OPTION,
DIRECTLY NOTIFY
23
THE OBLIGORS WITH RESPECT TO ANY ACCOUNTS AND/OR UNDER ANY CONTRACTS TO MAKE
PAYMENTS WITH RESPECT THERETO AS PROVIDED IN THE PRECEDING CLAUSE (X), AND
(Z) THAT THE SECURITY AGENT MAY ENFORCE COLLECTION OF ANY SUCH ACCOUNTS AND
CONTRACTS AND MAY ADJUST, SETTLE OR COMPROMISE THE AMOUNT OF PAYMENT THEREOF, IN
THE SAME MANNER AND TO THE SAME EXTENT AS SUCH GRANTOR.
WITHOUT NOTICE TO OR
ASSENT BY ANY GRANTOR, THE SECURITY AGENT MAY, UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, APPLY ANY OR ALL AMOUNTS THEN IN, OR
THEREAFTER DEPOSITED IN, A CASH COLLATERAL ACCOUNT TOWARD THE PAYMENT OF THE
U.S. SECURED OBLIGATIONS IN THE MANNER PROVIDED IN SECTION 5.02 OF THIS
AGREEMENT.
THE REASONABLE COSTS AND EXPENSES OF COLLECTION (INCLUDING
REASONABLE ATTORNEYS' FEES), WHETHER INCURRED BY A GRANTOR OR THE SECURITY
AGENT, SHALL BE BORNE BY THE RELEVANT GRANTOR.
THE SECURITY AGENT SHALL DELIVER
A COPY OF EACH NOTICE REFERRED TO IN THE PRECEDING CLAUSE (Y) TO THE RELEVANT
GRANTOR, PROVIDED THAT THE FAILURE BY THE SECURITY AGENT TO SO NOTIFY SUCH
GRANTOR SHALL NOT AFFECT THE EFFECTIVENESS OF SUCH NOTICE OR THE OTHER RIGHTS OF
THE SECURITY AGENT CREATED BY THIS CLAUSE (M).
(N)
EXCEPT AS PERMITTED BY CLAUSE (I) ABOVE, EACH GRANTOR SHALL ENDEAVOR IN
ACCORDANCE WITH REASONABLE BUSINESS PRACTICES TO CAUSE TO BE COLLECTED FROM THE
ACCOUNT DEBTOR NAMED IN EACH OF ITS ACCOUNTS OR OBLIGOR UNDER ANY CONTRACT, AS
AND WHEN DUE (INCLUDING, WITHOUT LIMITATION, AMOUNTS WHICH ARE DELINQUENT, SUCH
AMOUNTS TO BE COLLECTED IN ACCORDANCE WITH GENERALLY ACCEPTED LAWFUL COLLECTION
PROCEDURES) ANY AND ALL AMOUNTS OWING UNDER OR ON ACCOUNT OF SUCH ACCOUNT OR
CONTRACT, AND APPLY