EACH ACCOUNT, IN A
MANNER CONSISTENT WITH PRUDENT BUSINESS PRACTICE, INCLUDING RECORDS OF ALL
PAYMENTS RECEIVED, ALL CREDITS GRANTED THEREON, ALL MERCHANDISE RETURNED AND ALL
OTHER DOCUMENTATION RELATING THERETO.
EACH PLEDGOR SHALL, AT SUCH PLEDGOR'S
SOLE COST AND EXPENSE, UPON THE COLLATERAL AGENT'S DEMAND MADE AT ANY TIME AFTER
THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, DELIVER ALL
TANGIBLE EVIDENCE OF ACCOUNTS, INCLUDING ALL DOCUMENTS EVIDENCING ACCOUNTS AND
ANY BOOKS AND RECORDS RELATING THERETO TO THE COLLATERAL AGENT OR TO ITS
REPRESENTATIVES (COPIES OF WHICH EVIDENCE AND BOOKS AND RECORDS MAY BE RETAINED
BY SUCH PLEDGOR).
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT
OF DEFAULT, THE COLLATERAL AGENT MAY TRANSFER A FULL AND COMPLETE COPY OF ANY
PLEDGOR'S BOOKS, RECORDS, CREDIT INFORMATION, REPORTS, MEMORANDA AND ALL OTHER
WRITINGS RELATING TO THE ACCOUNTS TO AND FOR THE USE BY ANY PERSON THAT HAS
ACQUIRED OR IS CONTEMPLATING ACQUISITION OF AN INTEREST IN THE ACCOUNTS OR THE
COLLATERAL AGENT'S SECURITY INTEREST THEREIN WITHOUT THE CONSENT OF ANY PLEDGOR.
SECTION 7.2.
LEGEND.
EACH PLEDGOR SHALL LEGEND, AT THE REQUEST OF THE
COLLATERAL AGENT AND IN FORM AND MANNER SATISFACTORY TO THE COLLATERAL AGENT,
THE ACCOUNTS AND THE OTHER BOOKS, RECORDS AND DOCUMENTS OF SUCH PLEDGOR
EVIDENCING OR PERTAINING TO THE ACCOUNTS WITH AN APPROPRIATE REFERENCE TO THE
FACT THAT THE ACCOUNTS HAVE BEEN ASSIGNED TO THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES AND THAT THE COLLATERAL AGENT HAS A SECURITY
INTEREST THEREIN.
SECTION 7.3.
COLLECTION.
EACH PLEDGOR SHALL CAUSE TO BE COLLECTED FROM
THE ACCOUNT DEBTOR OF EACH OF THE ACCOUNTS, AS AND WHEN DUE IN THE ORDINARY
COURSE OF BUSINESS AND CONSISTENT WITH PRUDENT BUSINESS PRACTICE (INCLUDING
ACCOUNTS THAT ARE DELINQUENT, SUCH ACCOUNTS TO BE COLLECTED IN ACCORDANCE WITH
GENERALLY ACCEPTED COMMERCIAL COLLECTION PROCEDURES), ANY AND ALL AMOUNTS OWING
UNDER OR ON ACCOUNT OF SUCH ACCOUNT, AND APPLY FORTHWITH UPON RECEIPT THEREOF
ALL SUCH AMOUNTS AS ARE SO COLLECTED TO THE OUTSTANDING BALANCE OF SUCH ACCOUNT,
EXCEPT THAT ANY PLEDGOR MAY, WITH RESPECT TO AN ACCOUNT, ALLOW IN THE ORDINARY
COURSE OF BUSINESS (I) A REFUND OR CREDIT DUE AS A RESULT OF RETURNED OR DAMAGED
OR DEFECTIVE MERCHANDISE AND (II) SUCH EXTENSIONS OF TIME TO PAY AMOUNTS DUE IN
RESPECT OF ACCOUNTS AND SUCH OTHER MODIFICATIONS OF PAYMENT TERMS OR SETTLEMENTS
IN RESPECT OF ACCOUNTS AS SHALL BE COMMERCIALLY REASONABLE IN THE CIRCUMSTANCES,
ALL IN ACCORDANCE WITH SUCH PLEDGOR'S ORDINARY COURSE OF BUSINESS CONSISTENT
WITH ITS COLLECTION PRACTICES AS IN EFFECT FROM TIME TO TIME.
THE COSTS AND
EXPENSES (INCLUDING ATTORNEYS' FEES) OF COLLECTION, IN ANY CASE, WHETHER
INCURRED BY ANY PLEDGOR, THE COLLATERAL AGENT OR ANY SECURED PARTY, SHALL BE
PAID BY THE PLEDGORS.
24
ARTICLE VIII
TRANSFERS
SECTION 8.1.
TRANSFERS OF COLLATERAL.
NO PLEDGOR SHALL SELL, CONVEY,
ASSIGN OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, ANY OF THE
COLLATERAL PLEDGED BY IT HEREUNDER EXCEPT AS PERMITTED BY THE INDENTURE.
ARTICLE IX
REMEDIES
SECTION 9.1.