RELATED CONTRACTS TO THE ADMINISTRATIVE AGENT
AND TO DIRECT SUCH OBLIGORS TO MAKE PAYMENT OF ALL AMOUNTS DUE OR TO BECOME DUE
TO SUCH LOAN PARTY THEREUNDER DIRECTLY TO THE ADMINISTRATIVE AGENT AND, UPON
SUCH NOTIFICATION AND AT THE EXPENSE OF SUCH LOAN PARTY, TO ENFORCE COLLECTION
OF ANY SUCH ACCOUNTS AND RELATED CONTRACTS, TO ADJUST, SETTLE OR COMPROMISE THE
AMOUNT OR PAYMENT THEREOF, IN THE SAME MANNER AND TO THE SAME EXTENT AS SUCH
LOAN PARTY MIGHT HAVE DONE, AND TO OTHERWISE EXERCISE ALL RIGHTS WITH RESPECT TO
SUCH ACCOUNTS AND RELATED CONTRACTS, INCLUDING, WITHOUT LIMITATION, THOSE SET
FORTH IN SECTION 9-607 OF THE UCC.
UPON AND DURING THE EXERCISE BY THE
ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS OF ANY OF THE REMEDIES DESCRIBED
IN THE PROVISO OF THE IMMEDIATELY PRECEDING SENTENCE, (I) ANY AND ALL AMOUNTS
AND PROCEEDS (INCLUDING, WITHOUT LIMITATION, INSTRUMENTS) RECEIVED BY SUCH LOAN
PARTY IN RESPECT OF THE ACCOUNTS AND RELATED CONTRACTS OF SUCH LOAN PARTY SHALL
BE RECEIVED IN TRUST FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT HEREUNDER,
SHALL BE SEGREGATED FROM OTHER FUNDS OF SUCH LOAN PARTY AND SHALL BE FORTHWITH
PAID OVER TO THE ADMINISTRATIVE AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY
NECESSARY ENDORSEMENT) TO BE DEPOSITED IN A COLLATERAL ACCOUNT MAINTAINED WITH
THE ADMINISTRATIVE AGENT AND APPLIED AS PROVIDED IN SECTION 9.07(B) AND
(II) SUCH LOAN PARTY WILL NOT ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT
OF ANY ACCOUNT OR AMOUNT DUE ON ANY RELATED CONTRACT, RELEASE WHOLLY OR PARTLY
ANY OBLIGOR THEREOF, OR ALLOW ANY CREDIT OR DISCOUNT THEREON.
NO LOAN PARTY
WILL PERMIT OR CONSENT TO THE SUBORDINATION OF ITS RIGHT TO PAYMENT UNDER ANY OF
THE ACCOUNTS AND RELATED CONTRACTS TO ANY OTHER INDEBTEDNESS OR OBLIGATIONS OF
THE OBLIGOR THEREOF.
(C)
EACH INITIAL LENDER SHALL HAVE THE RIGHT TO
MAKE TEST VERIFICATION OF THE ACCOUNTS (OTHER THAN ACCOUNTS THAT ANY LOAN PARTY
IS REQUIRED TO MAINTAIN AS "CLASSIFIED") IN ANY MANNER AND THROUGH ANY MEDIUM
THAT IT CONSIDERS ADVISABLE IN ITS REASONABLE DISCRETION, AND EACH LOAN PARTY
AGREES TO FURNISH ALL SUCH ASSISTANCE AND INFORMATION AS ANY INITIAL LENDER MAY
REASONABLY REQUIRE IN CONNECTION THEREWITH.
Section 9.04
Covenants of the Loan Parties with Respect to Collateral.
Each
Loan Party hereby covenants and agrees with the Administrative Agent that from
and after the date of this Agreement
109
and until the Secured Obligations (other than contingent indemnification
obligations which are not then due and payable) are fully satisfied or Cash
Collateralized:
(A)
DELIVERY AND CONTROL OF PLEDGED COLLATERAL.
(I)
ALL CERTIFICATES OR INSTRUMENTS
REPRESENTING OR EVIDENCING PLEDGED COLLATERAL SHALL BE DELIVERED TO AND HELD BY
OR ON BEHALF OF THE ADMINISTRATIVE AGENT PURSUANT HERETO, AND SHALL BE IN
SUITABLE FORM FOR TRANSFER BY DELIVERY, OR SHALL BE ACCOMPANIED BY DULY EXECUTED
INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
IN ADDITION, THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT AT ANY TIME TO EXCHANGE