BE TAKEN WITH RESPECT THERETO.
(I)
OWNERSHIP AND LIENS.
EACH DEBTOR WILL MAINTAIN GOOD AND
MARKETABLE TITLE TO THE COLLATERAL FREE AND CLEAR OF ALL LIENS, SECURITY
INTERESTS, ENCUMBRANCES OR ADVERSE CLAIMS, EXCEPT FOR PERMITTED ENCUMBRANCES.
EACH DEBTOR WILL CAUSE ANY CODE FINANCING STATEMENT OR OTHER SECURITY INSTRUMENT
WITH RESPECT TO THE COLLATERAL TO BE TERMINATED, EXCEPT FOR CODE FINANCING
STATEMENTS EVIDENCING PERMITTED ENCUMBRANCES. EACH DEBTOR WILL DEFEND AT ITS
EXPENSE LENDER'S RIGHT, TITLE AND SECURITY INTEREST IN AND TO THE COLLATERAL
AGAINST THE CLAIMS OF ANY THIRD PARTY.
- 18 -
(J)
ACCOUNTS AND GENERAL INTANGIBLES.
EACH DEBTOR WILL, EXCEPT
AS OTHERWISE PROVIDED HEREIN, COLLECT, AT SUCH DEBTOR'S OWN EXPENSE, ALL AMOUNTS
DUE OR TO BECOME DUE UNDER EACH OF THE ACCOUNTS AND GENERAL INTANGIBLES OF SUCH
DEBTOR. IN CONNECTION WITH SUCH COLLECTIONS, A DEBTOR MAY AND, AT LENDER'S
DIRECTION DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WILL TAKE SUCH ACTION
NOT OTHERWISE FORBIDDEN HEREIN AS SUCH DEBTOR OR LENDER MAY DEEM REASONABLY
NECESSARY OR ADVISABLE TO ENFORCE COLLECTION OR PERFORMANCE OF EACH OF SUCH
ACCOUNTS AND GENERAL INTANGIBLES. EACH DEBTOR WILL ALSO DULY PERFORM AND CAUSE
TO BE PERFORMED ALL OF ITS MATERIAL OBLIGATIONS WITH RESPECT TO THE GOODS OR
SERVICES, THE SALE OR LEASE OR RENDITION OF WHICH GAVE RISE OR WILL GIVE RISE TO
EACH SUCH ACCOUNT AND ALL OF ITS OBLIGATIONS TO BE PERFORMED UNDER OR WITH
RESPECT TO THE GENERAL INTANGIBLES, EXCEPT TO THE EXTENT DISCLOSED IN WRITING TO
LENDER. EACH DEBTOR ALSO COVENANTS AND AGREES TO TAKE ANY ACTION AND/OR EXECUTE
ANY DOCUMENTS THAT LENDER MAY REASONABLY REQUEST IN ORDER TO COMPLY WITH
APPLICABLE LAW RELATING TO THE ASSIGNMENT OF SUCH ACCOUNTS.
(K)
CHATTEL PAPER, DOCUMENTS AND INSTRUMENTS.
EACH DEBTOR WILL
TAKE SUCH ACTION AS MAY BE REASONABLY REQUESTED BY LENDER IN ORDER TO CAUSE ANY
CHATTEL PAPER, DOCUMENTS OR INSTRUMENTS OWNED BY SUCH DEBTOR TO BE VALID AND
ENFORCEABLE AND WILL CAUSE ALL CHATTEL PAPER, AND INSTRUMENTS TO HAVE ONLY ONE
ORIGINAL COUNTERPART. UPON REQUEST BY LENDER, EACH DEBTOR WILL DELIVER TO LENDER
ALL ORIGINALS OF SUCH CHATTEL PAPER, DOCUMENTS OR INSTRUMENTS AND UNLESS SUCH
REQUEST IS MADE, SUCH DEBTOR WILL HOLD SUCH CHATTEL PAPER, DOCUMENTS, AND/OR
INSTRUMENTS IN TRUST FOR LENDER, WILL NOT DELIVER POSSESSION OF SUCH CHATTEL
PAPER, DOCUMENTS OR INSTRUMENTS TO ANY PERSON AND WILL MARK ALL CHATTEL PAPER,
DOCUMENTS OR INSTRUMENTS WITH A LEGEND INDICATING THAT SUCH CHATTEL PAPER,
DOCUMENT OR INSTRUMENT IS SUBJECT TO THE SECURITY INTEREST GRANTED IN THE
SECURITY AGREEMENT.
(L)
WAIVERS AND CONSENTS RELATING TO REAL PROPERTY INTERESTS.
UPON THE REQUEST OF LENDER, EACH DEBTOR SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO CAUSE EACH MORTGAGEE OF REAL PROPERTY OWNED BY SUCH DEBTOR AND EACH
LANDLORD OF REAL PROPERTY LEASED BY SUCH DEBTOR TO EXECUTE AND DELIVER
AGREEMENTS REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO LENDER BY WHICH SUCH
MORTGAGEE OR LANDLORD WAIVES OR SUBORDINATES ANY LIENS IT MAY HAVE IN ANY
COLLATERAL (OTHER THAN PERMITTED ENCUMBRANCES) LOCATED ON SUCH PROPERTY WHICH IS
INCLUDED