OF ANY ACCOUNT OR INSTRUMENT THAT SUCH
COLLATERAL HAS BEEN ASSIGNED TO THE ADMINISTRATIVE AGENT HEREUNDER, AND THAT ANY
PAYMENTS DUE OR TO BECOME DUE IN RESPECT OF SUCH COLLATERAL ARE TO BE MADE
DIRECTLY TO THE ADMINISTRATIVE AGENT OR ITS DESIGNEE.
(III)
EACH GRANTOR WILL PERFORM AND COMPLY IN ALL MATERIAL RESPECTS
WITH ALL OF ITS OBLIGATIONS IN RESPECT OF ACCOUNTS, INSTRUMENTS AND GENERAL
INTANGIBLES.
(C)
EQUIPMENT, ETC.
EACH GRANTOR SHALL, (I) WITHIN TEN (10) DAYS
AFTER A WRITTEN REQUEST BY THE ADMINISTRATIVE AGENT, IN THE CASE OF MATERIAL
EQUIPMENT NOW OWNED, AND (II) FOLLOWING A REQUEST BY THE ADMINISTRATIVE AGENT
PURSUANT TO SUBCLAUSE (I) ABOVE, WITHIN TEN (10) DAYS AFTER ACQUIRING ANY OTHER
MATERIAL EQUIPMENT, DELIVER TO THE ADMINISTRATIVE AGENT, ANY AND ALL
CERTIFICATES OF TITLE, AND APPLICATIONS THEREFOR, IF ANY, OF SUCH EQUIPMENT AND
SHALL CAUSE THE ADMINISTRATIVE AGENT TO BE NAMED AS LIENHOLDER ON ANY SUCH
CERTIFICATE OF TITLE AND APPLICATIONS.
NO GRANTOR SHALL PERMIT ANY SUCH ITEMS
TO BECOME A FIXTURE TO REAL ESTATE OR AN ACCESSION TO OTHER PERSONAL PROPERTY
UNLESS SUCH REAL ESTATE OR PERSONAL PROPERTY IS THE SUBJECT OF A FIXTURE FILING
(AS DEFINED IN THE UCC) CREATING A FIRST PRIORITY PERFECTED LIEN IN FAVOR OF THE
ADMINISTRATIVE AGENT.
(D)
PATENTS, TRADEMARKS, ETC.
EACH GRANTOR SHALL NOTIFY THE
ADMINISTRATIVE AGENT PROMPTLY UPON THE OCCURRENCE OF EACH OF THE FOLLOWING (I)
SUCH GRANTOR'S
ACQUISITION AFTER THE DATE OF THIS AGREEMENT OF ANY MATERIAL
INTELLECTUAL PROPERTY AND (II) SUCH GRANTOR'S OBTAINING KNOWLEDGE, THAT ANY
APPLICATION OR REGISTRATION RELATING TO ANY MATERIAL INTELLECTUAL PROPERTY OWNED
BY OR LICENSED TO SUCH GRANTOR IS REASONABLY LIKELY TO BECOME ABANDONED OR
DEDICATED, OR OF ANY MATERIAL ADVERSE DETERMINATION OR DEVELOPMENT (INCLUDING,
WITHOUT LIMITATION, THE INSTITUTION OF, OR ANY SUCH DETERMINATION OR DEVELOPMENT
IN, ANY PROCEEDING IN THE UNITED STATES COPYRIGHT OFFICE, THE UNITED STATES
PATENT AND TRADEMARK OFFICE OR ANY COURT) REGARDING SUCH GRANTOR'S OWNERSHIP OF
ANY MATERIAL INTELLECTUAL PROPERTY, ITS RIGHT TO REGISTER THE SAME, OR TO KEEP
AND MAINTAIN THE SAME.
12
(E)
DEPOSIT ACCOUNTS, CHATTEL PAPER, INVESTMENT PROPERTY AND LETTERS
OF CREDIT.
(I)
NO GRANTOR SHALL OPEN OR MAINTAIN ANY DEPOSIT ACCOUNTS OTHER THAN
THOSE LISTED ON THE PERFECTION CERTIFICATE ATTACHED HERETO AS SCHEDULE III AND
SUCH OTHER DEPOSIT ACCOUNTS AS SUCH GRANTOR SHALL OPEN AND MAINTAIN PRIOR NOTICE
TO AND IF REQUIRED UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT, SUBJECT TO
CONTROL AGREEMENTS, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT.
(II)
NO GRANTOR SHALL BECOME THE BENEFICIARY OF ANY LETTERS OF CREDIT,
UNLESS THE ISSUER OF THE LETTER OF CREDIT HAS CONSENTED TO THE ASSIGNMENT OF THE
PROCEEDS OF SUCH LETTER OF CREDIT TO THE ADMINISTRATIVE AGENT WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD, SUCH ASSIGNMENT TO BE IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(III)
EACH GRANTOR, AT ANY TIME AND FROM TIME TO TIME, WILL (A) TAKE
SUCH STEPS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST FROM TIME TO TIME
FOR THE ADMINISTRATIVE AGENT TO