ALL
ACCOUNTS AND OTHER RIGHTS TO PAYMENT STRICTLY IN ACCORDANCE WITH THEIR TERMS,
EXCEPT THAT SUCH GRANTOR MAY GRANT ANY EXTENSION OF THE TIME FOR PAYMENT OR
ENTER INTO ANY AGREEMENT TO MAKE A REBATE OR OTHERWISE TO REDUCE THE AMOUNT
OWING ON OR WITH RESPECT TO, OR COMPROMISE OR SETTLE FOR LESS THAN THE FULL
AMOUNT THEREOF, ANY ACCOUNT OR OTHER RIGHT TO PAYMENT, IN THE ORDINARY COURSE OF
BUSINESS, ACCORDING TO NORMAL AND PRUDENT TRADE PRACTICES UTILIZED BY SUCH
GRANTOR; AND (III) SUCH GRANTOR SHALL UPON THE REQUEST OF SECURED PARTY (A) AT
ANY TIME, NOTIFY ALL OR ANY DESIGNATED PORTION OF THE ACCOUNT DEBTORS AND OTHER
OBLIGORS ON THE ACCOUNTS AND OTHER RIGHTS TO PAYMENT OF THE SECURITY INTEREST
HEREUNDER, AND (B) UPON THE OCCURRENCE AND DURING THE
7
CONTINUANCE OF AN EVENT OF DEFAULT, NOTIFY THE ACCOUNT DEBTORS AND OTHER
OBLIGORS ON THE ACCOUNTS AND OTHER RIGHTS TO PAYMENT OR ANY DESIGNATED PORTION
THEREOF THAT PAYMENT SHALL BE MADE DIRECTLY TO SECURED PARTY OR TO SUCH OTHER
PERSONS OR LOCATIONS AS SECURED PARTY SHALL SPECIFY.
(L)
EACH GRANTOR SHALL, AT SUCH TIMES AS SECURED PARTY SHALL
REASONABLY REQUEST, PREPARE AND DELIVER TO SECURED PARTY A REPORT OF ALL
INVENTORY, IN FORM AND SUBSTANCE SATISFACTORY TO SECURED PARTY.
(M)
EACH GRANTOR SHALL (I) NOTIFY SECURED PARTY OF ANY MATERIAL CLAIM
MADE OR ASSERTED AGAINST THE COLLATERAL BY ANY PERSON AND OF ANY CHANGE IN THE
COMPOSITION OF THE COLLATERAL OR OTHER EVENT WHICH COULD MATERIALLY ADVERSELY
AFFECT THE VALUE OF THE COLLATERAL OR SECURED PARTY'S LIEN THEREON; (II) FURNISH
TO SECURED PARTY SUCH STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND
DESCRIBING THE COLLATERAL AND SUCH OTHER REPORTS AND OTHER INFORMATION IN
CONNECTION WITH THE COLLATERAL AS SECURED PARTY MAY REASONABLY REQUEST, ALL IN
REASONABLE DETAIL; AND (III) UPON REASONABLE REQUEST OF SECURED PARTY MAKE SUCH
DEMANDS AND REQUESTS FOR INFORMATION AND REPORTS AS SUCH GRANTOR IS ENTITLED TO
MAKE IN RESPECT OF THE COLLATERAL.
(N)
IF AND WHEN GRANTOR SHALL OBTAIN RIGHTS TO ANY NEW PATENTS,
TRADEMARKS, SERVICE MARKS, TRADE NAMES OR REGISTERED OR MATERIAL UNREGISTERED
COPYRIGHTS, OTHERWISE ACQUIRE OR BECOME ENTITLED TO THE BENEFIT OF, OR APPLY FOR
REGISTRATION OF, ANY OF THE FOREGOING, SUCH GRANTOR (I) SHALL PROMPTLY NOTIFY
SECURED PARTY, AS THE CASE MAY BE, THEREOF AND (II) HEREBY AUTHORIZES SECURED
PARTY, AS THE CASE MAY BE, TO MODIFY, AMEND, OR SUPPLEMENT SCHEDULE 2 AND FROM
TIME TO TIME TO INCLUDE ANY OF THE FOREGOING AND MAKE ALL NECESSARY OR
APPROPRIATE FILINGS WITH RESPECT THERETO. SUCH GRANTOR SHALL PROMPTLY EXECUTE
AND DELIVER APPROPRIATE DOCUMENTS (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO SECURED PARTY) WITH RESPECT TO ANY SUCH CURRENT OR FUTURE REGISTERED
COPYRIGHTS FOR RECORDING IN THE U.S. COPYRIGHT OFFICE.
(O)
WITHOUT LIMITING THE GENERALITY OF SUBSECTION (N), NO GRANTOR
SHALL REGISTER WITH THE U.S. COPYRIGHT OFFICE ANY UNREGISTERED COPYRIGHTS
(WHETHER IN EXISTENCE ON THE DATE HEREOF OR THEREAFTER ACQUIRED, ARISING, OR
DEVELOPED) UNLESS SUCH GRANTOR PROVIDES SECURED PARTY, AS THE CASE MAY BE,