THE ADMINISTRATIVE
AGENT TO ISSUE AND DELIVER TO THE ADMINISTRATIVE AGENT WAREHOUSE RECEIPTS, BILLS
OF LADING OR ANY SIMILAR DOCUMENTS RELATING TO SUCH COLLATERAL IN THE
ADMINISTRATIVE AGENT'S NAME AND IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT.
(V)
NO GRANTOR SHALL (A) SELL, TRANSFER, LEASE, EXCHANGE, ASSIGN OR
OTHERWISE DISPOSE OF, OR GRANT ANY OPTION, WARRANT OR OTHER RIGHT WITH RESPECT
TO, ANY OF ITS COLLATERAL OTHER THAN AS PERMITTED UNDER SECTION 7.6 OF THE
AMENDED AND RESTATED CREDIT AGREEMENT; OR (B) CREATE, INCUR OR SUFFER TO EXIST
ANY LIEN WITH RESPECT TO ANY COLLATERAL, EXCEPT FOR THE LIENS EXPRESSLY
PERMITTED UNDER SECTION 7.2 OF THE AMENDED AND RESTATED CREDIT AGREEMENT.
(VI)
EACH GRANTOR WILL, PROMPTLY UPON REQUEST, PROVIDE TO THE
ADMINISTRATIVE AGENT ALL INFORMATION AND EVIDENCE IT MAY REASONABLY REQUEST
CONCERNING THE COLLATERAL, TO ENABLE THE ADMINISTRATIVE AGENT TO ENFORCE THE
PROVISIONS OF THIS AGREEMENT.
(VII) EACH GRANTOR SHALL TAKE ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY OR
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT IN ORDER TO MAINTAIN THE
PERFECTED STATUS OF THE SECURITY INTERESTS.
(VIII)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 14 HEREIN, NO GRANTOR
SHALL FILE ANY AMENDMENT TO OR TERMINATION OF A FINANCING STATEMENT NAMING ANY
GRANTOR AS DEBTOR AND THE ADMINISTRATIVE AGENT AS SECURED PARTY, OR ANY
CORRECTION STATEMENT WITH RESPECT THERETO, IN ANY JURISDICTION UNTIL SUCH TIME
AS THE SECURED OBLIGATIONS HAVE BEEN SATISFIED (OTHER THAN INDEMNITIES AND OTHER
SIMILAR CONTINGENT OBLIGATIONS SURVIVING THE TERMINATION OF THIS AGREEMENT FOR
WHICH NO CLAIM HAS BEEN MADE AND WHICH ARE UNKNOWN AND NOT CALCULABLE AT THE
TIME OF TERMINATION AND THOSE OBLIGATIONS RELATING TO THE HEDGING OBLIGATIONS)
AND THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES HAVE AUTHORIZED SUCH
FILING.
(IX)
EACH GRANTOR SHALL TAKE ALL STEPS REASONABLY NECESSARY TO GRANT
THE ADMINISTRATIVE AGENT CONTROL OF ALL ELECTRONIC CHATTEL PAPER IN ACCORDANCE
WITH THE UCC AND ALL "TRANSFERABLE RECORDS" AS DEFINED IN EACH OF THE UNIFORM
ELECTRONIC TRANSACTIONS ACT AND THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL
COMMERCE ACT.
11
(B)
ACCOUNTS, ETC.
(I)
EACH GRANTOR SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS
CONSISTENT WITH PRUDENT BUSINESS PRACTICE TO CAUSE TO BE COLLECTED FROM ITS
ACCOUNT DEBTORS, AS AND WHEN DUE, ANY AND ALL AMOUNTS OWING UNDER OR ON ACCOUNT
OF EACH ACCOUNT (INCLUDING, WITHOUT LIMITATION, ACCOUNTS WHICH ARE DELINQUENT,
SUCH ACCOUNTS TO BE COLLECTED IN ACCORDANCE WITH LAWFUL COLLECTION PROCEDURES)
AND APPLY FORTHWITH UPON RECEIPT THEREOF ALL SUCH AMOUNTS AS ARE SO COLLECTED TO
THE OUTSTANDING BALANCE OF SUCH ACCOUNT.
THE COSTS AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES ACTUALLY INCURRED) OF COLLECTION
OF ACCOUNTS INCURRED BY SUCH GRANTOR OR THE ADMINISTRATIVE AGENT (IN THE CASE OF
THE ADMINISTRATIVE AGENT, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT) SHALL
BE BORNE BY THE GRANTORS.
(II)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, UPON REQUEST OF THE ADMINISTRATIVE AGENT, EACH GRANTOR WILL PROMPTLY
NOTIFY (AND EACH GRANTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT SO TO
NOTIFY) EACH ACCOUNT DEBTOR IN RESPECT