FORTHWITH UPON RECEIPT THEREOF ALL SUCH AMOUNTS AS ARE SO
COLLECTED TO THE OUTSTANDING BALANCE OF SUCH ACCOUNT OR UNDER SUCH CONTRACT.
(O)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH GRANTOR SHALL REMAIN
LIABLE UNDER EACH OF THE ACCOUNTS AND CONTRACTS TO OBSERVE AND PERFORM ALL OF
THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT THEREUNDER,
ALL IN ACCORDANCE WITH THE TERMS OF ANY AGREEMENT GIVING RISE TO SUCH ACCOUNTS
OR SUCH CONTRACTS, AS THE CASE MAY BE.
NEITHER THE SECURITY AGENT NOR ANY OTHER
SECURED PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER ANY ACCOUNT (OR ANY
AGREEMENT GIVING RISE THERETO) OR ANY CONTRACT BY REASON OF OR ARISING OUT OF
THIS AGREEMENT OR THE RECEIPT BY THE SECURITY AGENT OR ANY OTHER SECURED PARTY
OF ANY PAYMENT RELATING TO SUCH ACCOUNT OR CONTRACT, AS THE CASE MAY BE,
PURSUANT HERETO, NOR SHALL THE SECURITY AGENT OR ANY OTHER SECURED PARTY BE
OBLIGATED IN ANY MANNER TO PERFORM ANY OF THE OBLIGATIONS OF ANY GRANTOR UNDER
OR PURSUANT TO ANY ACCOUNT (OR ANY AGREEMENT GIVING RISE THERETO) OR ANY
CONTRACT, TO MAKE ANY PAYMENT, TO MAKE ANY INQUIRY AS TO THE NATURE OR THE
SUFFICIENCY OF ANY PAYMENT RECEIVED BY THEM OR AS TO THE SUFFICIENCY OF ANY
PERFORMANCE BY ANY PARTY UNDER ANY ACCOUNT (OR ANY AGREEMENT GIVING RISE
THERETO) OR ANY CONTRACT, TO PRESENT OR FILE ANY CLAIM, TO TAKE ANY ACTION TO
ENFORCE ANY PERFORMANCE OR TO COLLECT THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE
BEEN ASSIGNED TO THEM OR TO WHICH THEY MAY BE ENTITLED AT ANY TIME OR TIMES.
SECTION 4.04.
Other Actions.
In order to further insure the attachment,
perfection and priority of, and the ability of the Security Agent to enforce,
the Security Interest, each Grantor agrees, in each case at such Grantor's own
expense, to take the following actions with respect to the following Article 9
Collateral:
24
(A) INSTRUMENTS AND TANGIBLE CHATTEL PAPER.
IN ACCORDANCE WITH AND IN
FURTHERANCE OF ARTICLE III, IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE ANY
INSTRUMENTS (OTHER THAN ANY INSTRUMENT WITH A FACE AMOUNT OF LESS THAN
$5,000,000 SO LONG AS THE AGGREGATE PRINCIPAL AMOUNT OF INSTRUMENTS UNDER THIS
EXCLUSION DOES NOT EXCEED $10,000,000 ) OR TANGIBLE CHATTEL PAPER WITH A VALUE
OF $2,500,000 OR MORE, SUCH GRANTOR SHALL FORTHWITH ENDORSE, ASSIGN AND DELIVER
THE SAME TO THE SECURITY AGENT (OR THE TERM LOAN AGENT OR A DESIGNATED BAILEE
FOR PURPOSES OF PERFECTION, IN ACCORDANCE WITH THE INTERCREDITOR AGREEMENT),
ACCOMPANIED BY SUCH INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED IN BLANK
AS THE SECURITY AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
(B) DEPOSIT ACCOUNTS.
FOR EACH DEPOSIT ACCOUNT (OR ANY OTHER DEMAND, TIME,
SAVINGS, PASSBOOK OR SIMILAR ACCOUNT WHOSE JURISDICTION (DETERMINED IN
ACCORDANCE WITH SECTION 9-304 OF THE UCC) IS WITHIN A STATE OF THE UNITED
STATES) THAT ANY GRANTOR AT ANY TIME OPENS OR MAINTAINS (OTHER THAN EXCLUDED
ACCOUNTS BUT INCLUDING EACH TERM SWEEP ACCOUNT