COLLATERAL IF COMPLIANCE WITH SUCH
PROVISION IS A CONDITION TO ATTACHMENT, PERFECTION OR PRIORITY OF, OR ABILITY OF
AGENT TO ENFORCE, THE SECURITY INTEREST OF AGENT IN SUCH COLLATERAL, (III) USING
ITS COMMERCIALLY REASONABLE EFFORTS (BUT EXCLUDING THE PAYMENT OF REASONABLE
ATTORNEYS' FEES AND EXPENSES OF ANY PERSON IN CONNECTION THEREWITH) TO OBTAIN
THE CONSENTS AND APPROVALS OF ANY GOVERNMENTAL AUTHORITY OR THIRD PARTY,
INCLUDING, WITHOUT LIMITATION, ANY CONSENT OF ANY LICENSOR, LESSOR OR OTHER
PERSON OBLIGATED ON COLLATERAL, AND (IV) TAKING ALL ACTIONS REQUIRED BY ANY LAW,
AS APPLICABLE IN ANY RELEVANT JURISDICTION.
53
SECTION 6.
COLLECTION AND ADMINISTRATION
6.1
BORROWERS' LOAN ACCOUNTS.
AGENT SHALL MAINTAIN ONE OR MORE LOAN
ACCOUNT(S) ON ITS BOOKS IN WHICH SHALL BE RECORDED (A) ALL LOANS, LETTER OF
CREDIT ACCOMMODATIONS AND OTHER OBLIGATIONS AND THE COLLATERAL, (B) ALL PAYMENTS
MADE BY OR ON BEHALF OF ANY BORROWER AND (C) ALL OTHER APPROPRIATE DEBITS AND
CREDITS AS PROVIDED IN THIS AGREEMENT, INCLUDING FEES, CHARGES, COSTS, EXPENSES
AND INTEREST.
ALL ENTRIES IN THE LOAN ACCOUNT(S) SHALL BE MADE IN ACCORDANCE
WITH AGENT'S CUSTOMARY PRACTICES AS IN EFFECT FROM TIME TO TIME.
6.2
STATEMENTS.
AGENT SHALL RENDER TO ADMINISTRATIVE BORROWER EACH
MONTH A STATEMENT SETTING FORTH THE BALANCE IN THE BORROWERS' LOAN
ACCOUNT(S) MAINTAINED BY AGENT FOR BORROWERS PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT, INCLUDING PRINCIPAL, INTEREST, FEES, COSTS AND EXPENSES.
EACH SUCH
STATEMENT SHALL BE SUBJECT TO SUBSEQUENT ADJUSTMENT BY AGENT BUT SHALL, ABSENT
MANIFEST ERRORS OR OMISSIONS, BE CONSIDERED CORRECT AND DEEMED ACCEPTED BY
BORROWERS AND CONCLUSIVELY BINDING UPON BORROWERS AS AN ACCOUNT STATED EXCEPT TO
THE EXTENT THAT AGENT RECEIVES A WRITTEN NOTICE FROM ADMINISTRATIVE BORROWER OF
ANY SPECIFIC EXCEPTIONS OF BORROWERS THERETO WITHIN THIRTY (30) DAYS AFTER THE
DATE SUCH STATEMENT HAS BEEN RECEIVED BY BORROWERS.
UNTIL SUCH TIME AS AGENT
SHALL HAVE RENDERED TO ADMINISTRATIVE BORROWER A WRITTEN STATEMENT AS PROVIDED
ABOVE, THE BALANCE IN EACH BORROWER'S LOAN ACCOUNT(S) SHALL BE PRESUMPTIVE
EVIDENCE OF THE AMOUNTS DUE AND OWING TO AGENT AND LENDERS BY SUCH BORROWER.
6.3
COLLECTION OF ACCOUNTS.
(A)
BORROWERS SHALL ESTABLISH AND MAINTAIN, AT ITS EXPENSE,
LOCKBOXES AND RELATED BLOCKED ACCOUNTS WITH SUCH BANKS AS ARE ACCEPTABLE TO
AGENT IN GOOD FAITH (SUCH ACCOUNT OR ACCOUNTS BEING REFERRED TO HEREIN,
COLLECTIVELY, AS THE "BLOCKED ACCOUNTS", AND INDIVIDUALLY AS A "BLOCKED
ACCOUNT").
BORROWERS SHALL PROMPTLY DEPOSIT AND DIRECT ITS ACCOUNT DEBTORS TO
DIRECTLY REMIT ALL PAYMENTS ON RECEIVABLES AND ALL PAYMENTS CONSTITUTING
PROCEEDS OF INVENTORY OR OTHER COLLATERAL IN THE IDENTICAL FORM IN WHICH SUCH
PAYMENTS ARE MADE, WHETHER BY CASH, CHECK OR OTHER MANNER, TO THE BLOCKED
ACCOUNT.
BORROWERS SHALL DELIVER, OR CAUSE TO BE DELIVERED TO AGENT A DEPOSIT
ACCOUNT CONTROL AGREEMENT DULY AUTHORIZED, EXECUTED AND DELIVERED BY EACH BANK
WHERE A BLOCKED ACCOUNT IS MAINTAINED AS PROVIDED IN SECTION 5.2(D) HEREOF.
PROMPTLY UPON AGENT'S REQUEST, BORROWERS SHALL EXECUTE AND DELIVER SUCH
AGREEMENTS AND DOCUMENTS AS AGENT MAY REQUIRE IN CONNECTION THEREWITH.
EACH
BORROWER AGREES THAT ALL PAYMENTS MADE TO ANY BLOCKED ACCOUNT OR OTHER