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EXECUTION VERSION
SECURITY
AGREEMENT
THIS
SECURITY
AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this “ Agreement ”)
dated as of June 23, 2008 among OPTIONS MEDIA GROUP
HOLDINGS, INC. , a Delaware corporation (the “
Company ”),
OPTIONS
ACQUISITION SUB, INC. (“ Options ”,
together with Company, and each other Person who becomes a
party to this Agreement by execution of a joinder in the form
of Exhibit A
attached hereto, is hereinafter sometimes referred to
individually as a “ Debtor ”
and, collectively, as the “ Debtors ”),
and CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC., a Delaware
corporation (together with its successors and assigns, the
“ Secured Party
”).
W
I T N E S S E T H:
WHEREAS, on the date
hereof, pursuant to that certain merger agreement by and
among the Debtors and Options Acquisition Corp., dated June
23, 2008 (the “ Merger Agreement
”), whereby the Company acquired
Options. Pursuant to the terms of the Merger
Agreement, the Company issued, and the Secured Party acquired
that certain senior secured promissory note in the principal
amount of $1,000,000.00 (such
note, together with any promissory notes or other securities
issued in exchange or substitution therefor or replacement
thereof, and as any of the same may be amended, supplemented,
restated or modified and in effect from time to time, the
“ Note
”);
WHEREAS,
each Debtor (other than the Company) from time to time party
hereto is a direct or indirect subsidiary of the Company and,
as such, will derive substantial benefit and advantage from
the financial accommodations to the Company set forth in the
Note, and it will be in each such Debtor’s direct
interest and economic benefit to assist the Company in
procuring said financial accommodations from the Secured
Party; and
NOW,
THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
Section
1. Definitions
.
“
Accounts ”
means any “account,” as such term is defined in
the Uniform Commercial Code, and, in any event, shall include,
without limitation, “supporting obligations” as
defined in the Uniform Commercial Code.
“
As-extracted
Collateral ” means any “as-extracted
collateral,” as such term is defined in the Uniform
Commercial Code.
“
Capital Lease
Obligation ” means, as to any Person, any
obligation that is required to be classified and accounted for
as a capital lease on a balance sheet of such Person prepared
in accordance with GAAP, and the amount of such obligation
shall be the capitalized amount thereof, determined in
accordance with GAAP.
“
Chattel
Paper ” means any “chattel paper,” as
such term is defined in the Uniform Commercial Code, including
electronic chattel paper.
“
Collateral ”
shall have the meaning ascribed thereto in Section 3
hereof.
“
Commercial
Tort Claims ” means “commercial tort
claims”, as such term is defined in the Uniform
Commercial Code.
“
Contracts ”
means all contracts, undertakings, or other agreements (other
than rights evidenced by Chattel Paper, Documents or
Instruments) in or under which a Debtor may now or hereafter
have any right, title or interest, including, without
limitation, with respect to an Account, any agreement relating
to the terms of payment or the terms of performance
thereof.
“
Copyrights ”
means any copyrights, rights and interests in copyrights,
works protectable by copyrights, copyright registrations and
copyright applications, including, without limitation, the
copyright registrations and applications listed on Schedule
III attached hereto (if any), and all renewals of any
of the foregoing, all income, royalties, damages and payments
now and hereafter due and/or payable under or with respect to
any of the foregoing, including, without limitation, damages
and payments for past, present and future infringements of any
of the foregoing and the right to sue for past, present and
future infringements of any of the foregoing.
“
Deposit
Accounts ” means all “deposit
accounts” as such term is defined in the Uniform
Commercial Code, now or hereafter held in the name of a
Debtor.
“
Documents ”
means any “documents,” as such term is defined in
the Uniform Commercial Code, and shall include, without
limitation, all documents of title (as defined in the Uniform
Commercial Code), bills of lading or other receipts evidencing
or representing Inventory or Equipment.
“
Equipment ”
means any “equipment,” as such term is defined in
the Uniform Commercial Code and, in any event, shall include,
Motor Vehicles.
“
Event of
Default ” shall have the meaning set forth in the
Note.
“
Excluded
Property ” means any Contract, agreement, or
Instrument entered into by any Debtor that by its terms
prohibits or requires the consent of any Peron other than the
Company and its Affiliates which has not been obtained as a
condition to the creation by such Debtor of a Lien on any
right, title, or interest in such Contract, agreement, or
Instrument to the extent, and for so long as, such
prohibition is not terminated or rendered unenforceable or
otherwise deemed ineffective by the Uniform Commercial Code,
including, without limitation, Sections 9-406, 9-407, 9-408,
or 9-409 thereof, or any successor provision or provisions or
other applicable law.
“
GAAP
” means U.S. generally accepted accounting
principles.
“
General
Intangibles ” means any “general
intangibles,” as such term is defined in the Uniform
Commercial Code, and, in any event, shall include, without
limitation, all right, title and interest in or under any
Contract, models, drawings, materials and records, claims,
literary rights, goodwill, rights of performance, Copyrights,
Trademarks, Patents, warranties, rights under insurance
policies and rights of indemnification.
“
Goods
” means any “goods”, as such term is defined
in the Uniform Commercial Code, including, without limitation,
fixtures and embedded Software to the extent included in
“goods” as defined in the Uniform Commercial
Code.
“
Governmental
Authority ” means the government of the United
States of America or any other nation, or any political
subdivision thereof, whether state or local, or any agency,
authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administration powers or
functions of or pertaining to government over any Debtor or
any of its Subsidiaries, or any of their respective
properties, assets or undertakings.
“
Instruments
” means any “instrument,” as such term is
defined in the Uniform Commercial Code, and shall include,
without limitation, promissory notes, drafts, bills of
exchange, trade acceptances, letters of credit, letter of
credit rights (as defined in the Uniform Commercial Code), and
Chattel Paper.
“
Inventory ”
means any “inventory,” as such term is defined in
the Uniform Commercial Code.
“
Investment
Property ” means any “investment
property”, as such term is defined in the Uniform
Commercial Code.
“
Liabilities
” shall mean all obligations, liabilities and
indebtedness of every nature of Debtors from time to time owed
or owing under or in respect of this Agreement, the Note, any
of the other Security Documents and any of the other
transaction documents, as the case may be, including, without
limitation, the principal amount of all debts, claims and
indebtedness, accrued and unpaid interest and all fees, costs
and expenses, whether primary, secondary, direct, contingent,
fixed or otherwise, heretofore, now and/or from time to time
hereafter owing, due or payable whether before or after the
filing of a bankruptcy, insolvency or similar proceeding under
applicable federal, state, foreign or other law and whether or
not an allowed claim in any such proceeding.
“
Lien
” shall mean with respect to any asset or property, any
mortgage, lien, pledge, hypothecation, charge, security
interest, encumbrance or adverse claim of any kind and any
restrictive covenant, condition, restriction or exception of
any kind that has the practical effect of creating a mortgage,
lien, pledge, hypothecation, charge, security interest,
encumbrance or adverse claim of any kind (including any
of the foregoing created by, arising under or evidenced by any
conditional sale or other title retention agreement, the
interest of a lessor with respect to a Capital Lease
Obligation, or any financing lease having substantially the
same economic effect as any of the foregoing).
“
Motor
Vehicles ” shall mean motor vehicles, tractors,
trailers and other like property, whether or not the title
thereto is governed by a certificate of title or
ownership.
“
Patents ”
means any patents and patent applications, including, without
limitation, the inventions and improvements described and
claimed therein, all patentable inventions and those patents
and patent applications listed on Schedule IV
attached hereto (if any), and the reissues, divisions,
continuations, renewals, extensions and continuations-in-part
of any of the foregoing, and all income, royalties, damages
and payments now or hereafter due and/or payable under or with
respect to any of the foregoing, including, without
limitation, damages and payments for past, present
and
future infringements of any of the foregoing and the right to
sue for past, present and future infringements of any of the
foregoing.
“
Permitted
Lien ” shall mean:
(i)
Liens
created by this Agreement;
(ii)
Liens
for taxes or other governmental charges not at the time due and
payable, or which are being contested in good faith by appropriate
proceedings diligently prosecuted, so long as foreclosure,
distraint, sale or other similar proceedings have not been
initiated, and in each case for which the Company and its
Subsidiaries maintain adequate reserves in accordance with GAAP in
respect of such taxes and charges;
(iii)
Liens
arising in the ordinary course of business in favor of carriers,
warehousemen, mechanics and materialmen, or other similar Liens
imposed by law, which remain payable without penalty or which are
being contested in good faith by appropriate proceedings diligently
prosecuted, which proceedings have the effect of preventing the
forfeiture or sale of the property subject thereto, and in each
case for which adequate reserves in accordance with GAAP are being
maintained;
(iv)
Liens
arising in the ordinary course of business in connection with
worker’s compensation, unemployment compensation and other
types of social security (excluding Liens arising under
ERISA);
(v)
Attachments,
appeal bonds (and cash collateral securing such bonds), judgments
and other similar Liens, for sums not exceeding $250,000 in the
aggregate for the Company and its Subsidiaries, arising in
connection with court proceedings, provided that
the execution or other enforcement of such Liens is effectively
stayed;
(vi)
Easements,
rights of way, restrictions, minor defects or irregularities in
title and other similar Liens arising in the ordinary course of
business and not materially detracting from the value of the
property subject thereto and not interfering in any material
respect with the ordinary conduct of the business of the Company or
any of its Subsidiaries;
(vii)
Liens
arising solely by virtue of any statutory or common law provision
relating to banker’s liens, rights of set-off or similar
rights and remedies and burdening only deposit accounts or other
funds maintained with a creditor depository institution,
provided that
no such deposit account is a dedicated cash collateral account or
is subject to restrictions against access by the depositor in
excess of those set forth by regulations promulgated by the Board
of Governors of the U.S. Federal Reserve System and that no such
deposit account is intended by the Company or any of its
Subsidiaries to provide collateral to the depository institution;
and
(viii)
Liens
securing Capital Lease Obligations, provided that such Liens attach
only to the fixed assets financed by such Capital Lease Obligations
and such Liens attach concurrently with, or within ninety (90)
days, after the acquisition thereof.
“
Person
” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an
unincorporated organization, a Governmental Authority or
any other legal entity.
“
Proceeds ”
means “proceeds,” as such term is defined in the
Uniform Commercial Code and, in any event, includes, without
limitation, (a) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable with respect to any of
the Collateral, (b) any and all payments (in any form
whatsoever) made or due and payable from time to time in
connection with any requisition, confiscation, condemnation,
seizure or forfeiture of all or any part of the Collateral by
any governmental body, authority, bureau or agency (or any
person acting under color of governmental authority), and (c)
any and all other amounts from time to time paid or payable
under, in respect of or in connection with any of the
Collateral.
“
Representative
” means any Person acting as agent, representative or
trustee on behalf of the Secured Party from time to
time.
“
Software ”
means all “software” as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired
by a Debtor, other than software embedded in any category of
Goods, including, without limitation, all computer programs
and all supporting information provided in connection with a
transaction related to any program.
“
Trademarks ”
means any trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade
styles, service marks, logos, other business identifiers,
prints and labels on which any of the foregoing have appeared
or appear, all registrations and recordings thereof, and all
applications in connection therewith, including, without
limitation, the trademarks and applications listed in
Schedule
V attached hereto (if any) and renewals thereof, and
all income, royalties, damages and payments now or hereafter
due and/or payable under or with respect to any of the
foregoing, including, without limitation, damages and payments
for past, present and future infringements of any of the
foregoing and the right to sue for past, present and future
infringements of any of the foregoing.
“
Uniform
Commercial Code ” shall mean the Uniform
Commercial Code as in effect from time to time in the State of
New York; provided, that to the extent that the Uniform
Commercial Code is used to define any term herein and such
term is defined differently in different Articles or Divisions
of the Uniform Commercial Code, the definition of such term
contained in Article or Division 9 shall govern; provided,
that, if, by mandatory provisions of applicable laws, any or
all of the attachment, perfection, or priority of Secured
Party’s security interest in Collateral is governed by
the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term
“ Uniform Commercial
Code ” means the Uniform Commercial Code as
enacted and in effect in such other jurisdiction solely for
purposes of the provisions hereof relating to such attachment,
perfection, or priority and for purposes of definitions
related to such provisions..
Section
2. Representations,
Warranties and Covenants of Debtors . Each
Debtor represents and warrants to, and covenants with, the
Secured Party as follows:
(a) Such
Debtor has rights in and the power to transfer the Collateral
in which it purports to grant a security interest pursuant to
Section 3
hereof (subject, with respect to after acquired Collateral, to
such Debtor acquiring the same) and no Lien other than
Permitted Liens exists or will exist upon such Collateral at
any time.
(b) This
Agreement is effective to create in favor of Secured Party a
valid security interest in and Lien upon all of such
Debtor’s right, title and interest in and to the
Collateral, and upon (i) (A) the filing of appropriate Uniform
Commercial Code financing statements in the jurisdictions
listed on Schedule
I attached hereto, and (B) each Deposit Account being
subject to an Account Control Agreement (as hereinafter
defined) between the applicable Debtor and depository
institution and the Secured Party, such security interest will
be a duly perfected first priority security interest in all of
the Collateral (other than Instruments not constituting
Chattel Paper), and (ii) upon delivery of the Instruments to
the Secured Party or its Representative, duly endorsed by such
Debtor or accompanied by appropriate instruments of transfer
duly executed by such Debtor, the security interest in the
Instruments will be duly perfected.
(c) All
of the Equipment, Inventory and Goods owned by such Debtor is
located at the places as specified on Schedule
I attached hereto. Except as disclosed on
Schedule
I , none of the Collateral is in the possession of any
bailee, warehousemen, processor or consignee.
Schedule
I discloses such Debtor’s name as of the date
hereof as it appears in official filings in the state or
province, as applicable, of its incorporation, formation or
organization, the type of entity of such Debtor (including
corporation, partnership, limited partnership or limited
liability company), organizational identification number
issued by such Debtor’s state of incorporation,
formation or organization (or a statement that no such number
has been issued), such Debtor’s state or province, as
applicable, of incorporation, formation or organization and
the chief place of business, chief executive officer and the
office where such Debtor keeps its books and records and the
states in which such Debtor conducts its
business. Such Debtor has only one state or
province, as applicable, of incorporation, formation or
organization. Such Debtor does not do business and has not
done business during the past five (5) years under any trade
name or fictitious business name except as disclosed on
Schedule
II attached hereto.
(d) No
Copyrights, Patents or Trademarks listed on Schedules III,
IV and V , respectively, if any, have been adjudged
invalid or unenforceable or have been canceled, in whole or in
part, or are not presently subsisting. Each of such
Copyrights, Patents and Trademarks (if any) is valid and
enforceable. Such Debtor is the sole and exclusive
owner of the entire and unencumbered right, title and interest
in and to each of such Copyrights, Patents and Trademarks,
identified on Schedules III,
IV and V , as applicable, as being owned by such
Debtor, free and clear of any liens, charges and encumbrances,
including without limitation licenses, shop rights and
covenants by such Debtor not to sue third
persons. Such Debtor has adopted, used and is
currently using, or has a current bona fide intention to use,
all of such Trademarks and Copyrights. Such Debtor
has no notice of any suits or actions commenced or threatened
with reference to the Copyrights, Patents or Trademarks owned
by it.
(e) Each
Debtor agrees to deliver to the Secured Party an updated
Schedule I, II,
III, IV and/or V within five (5) Business Days of any
change thereto.
(f) All
depositary and other accounts including, without limitation,
Deposit Accounts, securities accounts, brokerage accounts and
other similar accounts, maintained by each Debtor are
described on Schedule
VI hereto, which description includes for each such
account the name of the Debtor maintaining such account, the
name, address and telephone and telecopy numbers of the
financial institution at which such account is maintained, the
account number and the account officer, if any, of such
account. No
Debtor
shall open any new Deposit Accounts, securities accounts,
brokerage accounts or other accounts unless such Debtor shall
have given Secured Party ten (10) Business Days’ prior
written notice of its intention to open any such new
accounts. Each Debtor shall deliver to Secured
Party a revised version of Schedule
VI showing any changes thereto within five (5) Business
Days of any such change. Each Debtor hereby
authorizes the financial institutions at which such Debtor
maintains an account to provide Secured Party or its
Representative with such information with respect to such
account as Secured Party or its Representative from time to
time reasonably may request, and each Debtor hereby consents
to such information being provided to Secured Party and its
Representative. In addition, all of such
Debtor’s depositary, security, brokerage and other
accounts including, without limitation, Deposit Accounts shall
be subject to the provisions of Section
4.5 hereof.
(g) Such
Debtor does not own any Commercial Tort Claim except for those
disclosed on Schedule
VII hereto (if any).
(h) Such
Debtor does not have any interest in real property except as
disclosed on Schedule
VIII (if any). Each Debtor shall
deliver to Secured Party a revised version of Schedule
VIII showing any changes thereto within ten (10)
Business Days of any such change. Except as
otherwise agreed to by Secured Party, all such interests in
real property are subject to a mortgage or deed of trust (in
form and substance satisfactory to Secured Party) in favor of
Secured Party (hereinafter, a “ Mortgage
”).
(i) All
Equipment (including, without limitation, Motor Vehicles)
owned by a Debtor and subject to a certificate of title or
ownership statute is described on Schedule
IX hereto.
(j) The
Company has no direct or indirect subsidiaries other than
Options.
Section
3. Collateral
. As collateral security for the prompt payment in
full when due (whether at stated maturity, by acceleration or
otherwise) of the Liabilities, each Debtor hereby pledges and
grants to the Secured Party, for the benefit of itself a Lien
on and security interest in and to all of such Debtor’s
right, title and interest in the personal property and assets
of such Debtor, whether now owned by such Debtor or hereafter
acquired and whether now existing or hereafter coming into
existence and wherever located (all being collectively
referred to herein as “ Collateral
”), including, without limitation:
(a) all
Instruments, together with all payments thereon or
thereunder:
(b) all
Accounts;
(c) all
Inventory;
(d) all
General Intangibles (including payment intangibles (as defined
in the Uniform Commercial Code) and Software);
(e) all
Equipment;
(f) all
Documents;
(g) all
Contracts;
(h) all
Goods;
(i) all
Investment Property;
(j) all
Deposit Accounts, including, without limitation, the balance
from time to time in all bank accounts maintained by such
Debtor;
(k) all
Commercial Tort Claims specified on Schedule
VII ;
(l) all
As-extracted Collateral;
(m) all
Trademarks, Patents and Copyrights; and
(n) all
other tangible and intangible property of such Debtor,
including, without limitation, all interests in real property,
Proceeds, tort claims, products, accessions, rents, profits,
income, benefits, substitutions, additions and replacements of
and to any of the property of such Debtor described in the
preceding clauses of this Section 3
(including, without limitation, any proceeds of insurance
thereon, insurance claims and all rights, claims and benefits
against any Person relating thereto), other rights to payments
not otherwise included in the foregoing, and all books,
correspondence, files, records, invoices and other papers,
including without limitation all tapes, cards, computer runs,
computer programs, computer files and other papers, documents
and records in the possession or under the control of such
Debtor, any computer bureau or service company from time to
time acting for such Debtor ;
provided,
however, that the Collateral shall not include any Excluded
Property.
Section
4. Covenants;
Remedies . In furtherance of the grant of
the pledge and security interest pursuant to Section 3
hereof, each Debtor hereby agrees with the Secured Party as
follows:
4.1.
Delivery and
Other Perfection; Maintenance, etc .
(a)
Delivery of
Instruments, Documents, Etc . Each Debtor
shall deliver and pledge to the Secured Party or its
Representative any and all Instruments, negotiable Documents,
Chattel Paper and certificated securities not maintained in a
securities account (accompanied by stock powers executed in
blank) duly endorsed and/or accompanied by such instruments of
assignment and transfer executed by such Debtor in such form
and substance as the Secured Party or its Representative may
request; provided
, that so long as no Event of Default shall have occurred and
be continuing, each Debtor may retain for collection in the
ordinary course of business any Instruments, negotiable
Documents and Chattel Paper received by such Debtor in the
ordinary course of business, and the Secured Party or its
Representative shall, promptly upon request of a Debtor, make
appropriate arrangements for making any other Instruments,
negotiable Documents and Chattel Paper pledged by such Debtor
available to such Debtor for purposes of presentation,
collection or renewal (any such arrangement to be effected, to
the extent deemed appropriate by the Secured Party or its
Representative, against trust receipt or like document). If a
Debtor retains possession of any Chattel Paper, negotiable
Documents or Instruments pursuant to the terms hereof, such
Chattel Paper, negotiable Documents and Instruments shall be
marked with the following legend: “This writing
and
the
obligations evidenced or secured hereby are subject to the
security interest of Customer Acquisition Network Holdings,
Inc.”
(b)
Other Documents
and Actions . Each Debtor shall give,
execute, deliver, file and/or record any financing statement,
registration, notice, instrument, document, agreement,
Mortgage or other papers that may be necessary or desirable
(in the reasonable judgment of the Secured Party or its
Representative) to create, preserve, perfect or validate the
security interest granted pursuant hereto (or any security
interest or Mortgage contemplated or required hereunder,
including with respect to Section
2(h) of this Agreement) or to enable the Secured Party
or its Representative to exercise and enforce the rights of
the Secured Party hereunder with respect to such pledge and
security interest, provided
that notices to account debtors in respect of any Accounts or
Instruments shall be subject to the provisions of clause (e)
below. Notwithstanding the foregoing each Debtor
hereby irrevocably authorizes the Secured Party at any time
and from time to time to file in any filing office in any
jurisdiction any Uniform Commercial Code initial financing
statements (and other similar filings or registrations under
other applicable laws and regulations pertaining to the
creation, attachment, or perfection of security interests) and
amendments thereto that (a) indicate the Collateral (i) as all
assets of such Debtor or words of similar effect, regardless
of whether any particular asset comprised in the Collateral
falls within the scope of Article 9 of the Uniform Commercial
Code of the State of New York or such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and
(b) contain any other information required by part 5 of
Article 9 of the Uniform Commercial Code of the State of New
York or any other State for the sufficiency or filing office
acceptance of any financing statement or amendment, including
(i) whether such Debtor is an organization, the type of
organization and any organization identification number issued
to such Debtor, and (ii) in the case of a financing statement
filed as a fixture filing or indicating Collateral as
As-extracted Collateral or timber to be cut, a sufficient
description of real property to which the Collateral
relates. Each Debtor agrees to furnish any such
information to the Secured Party promptly upon
request. Each Debtor also ratifies its
authorization for the Secured Party to have filed in any
jurisdiction any like initial financing statements or
amendments thereto if filed prior to the date
hereof.
(c)
Books and
Records . Each Debtor (or the Company on
behalf of a Debtor) shall maintain at its own cost and expense
complete and accurate books and records of the Collateral,
including, without limitation, a record of all payments
received and all credits granted with respect to the
Collateral and all other dealings with the
Collateral. Upon the occurrence and during the
continuation of any Event of Default, each Debtor shall
deliver and turn over any such books and records (or true and
correct copies thereof) to the Secured Party or its
Representative at any time on demand. Each Debtor
shall permit any Representative of the Secured Party to
inspect such books and records upon reasonable advance notice,
at any time during reasonable business hours and will provide
photocopies thereof at such Debtor’s expense to the
Secured Party upon request of the Secured Party; provided,
that, after the occurrence of an Event of Default, Debtors
shall permit any Representative of the Secured Party to
inspect such books and records at any time with or without
prior notice.
(d)
Motor
Vehicles . Each Debtor shall, promptly upon
acquiring same, cause the Secured Party to be listed as the
lienholder on each certificate of title or ownership covering
any items of Equipment, including Motor Vehicles, having a
value in excess of $50,000 in the aggregate for all such items
of Equipment of the Debtor, or
otherwise
comply with the certificate of title or ownership laws of the
relevant jurisdiction issuing such certificate of title or
ownership in order to properly evidence and perfect Secured
Party’s security interest in the assets represented by such
certificate of title or ownership.
(e)
Notice to
Account Debtors; Verification . (i) Upon the
occurrence and during the continuance of any Event of Default
(or if any rights of set-off (other than set-offs against an
Account arising under the Contract giving rise to the same
Account) or contra accounts may be asserted), upon request of
the Secured Party or its Representative, each Debtor shall
promptly notify (and each Debtor hereby authorizes the Secured
Party and its Representative so to notify) each account debtor
in respect of any Accounts or Instruments or other Persons
obligated on the Collateral that such Collateral has been
assigned to the Secured Party hereunder, a
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