security interest and immediately thereafter deliver or cause such chattel paper
and instruments to be delivered to IBM Credit or any agent designated by IBM
Credit with appropriate endorsements and assignments to vest title and
possession in IBM Credit;
(F) use commercially reasonable efforts to collect all Accounts and
Acquired Accounts owed;
(G) promptly notify IBM Credit of any loss, theft or destruction of or
damage to any of the Collateral or Other Collateral in an amount in excess of
Two Million Five Hundred Thousand Dollars ($2,500,000). Each Borrower and each
Guarantor shall diligently file and prosecute its claim for any award or payment
in connection with any such loss, theft, destruction of or damage to Collateral.
Each such Loan Party shall, upon demand of IBM Credit, make, execute and deliver
any assignments and other instruments sufficient for the purpose of assigning
any such award or payment to IBM Credit, free of any encumbrances of any kind
whatsoever;
(H) consistent with reasonable commercial practice, observe and perform
all matters and things necessary or expedient to be observed or performed under
or by virtue of any lease, license, concession or franchise forming part of the
Collateral and Other Collateral in order to preserve, protect and maintain all
the rights of IBM Credit thereunder;
(I) promptly notify IBM Credit if Borrower is a beneficiary under a
letter of credit now or hereafter issued in favor of Borrower;
(J) consistent with reasonable commercial practice, maintain, use and
operate the Collateral and Other Collateral and carry on and conduct its
business in a proper and efficient manner so as to preserve and protect the
Collateral and Other Collateral and the earnings, incomes, rents, issues and
profits thereof; and
(J) at any time and from time to time, upon the request of IBM Credit,
and at the sole expense of Loan Parties, each Loan Party will promptly and duly
execute and deliver such further instruments and documents and take such further
action as IBM Credit may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the security interests granted herein and the
payment of any and all recording taxes and filing fees in connection therewith.
7.15. ADDITIONAL COLLATERAL, ETC. If Borrower shall at any time hold or acquire
a Commercial Tort Claim, then Borrower shall immediately notify IBM Credit in
writing signed by Borrower of the details thereof and grant to IBM Credit in
such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance
satisfactory to IBM Credit.
7.16. SUBSIDIARIES. IBM Credit may require that any Domestic Subsidiaries of any
Loan Party, except for direct Subsidiaries of PFS other than Holdings ("Excluded
Subsidiaries"), become parties to this Agreement or any other agreement executed
in connection with this Agreement as guarantors or sureties. Each Loan Party
will comply, and cause all Subsidiaries, other than Excluded Subsidiaries, of
such Loan Party to comply with Sections 7 and 8 of this Agreement, as if such
sections applied directly to such Subsidiaries. Each of Borrower and Holdings
hereby agrees that, promptly after it acquires any Subsidiary after the Closing
Date, it shall execute a supplement to the Holdings Stock Pledge Agreement or
Borrower Stock Pledge Agreement (as applicable) for the purpose of pledging to
IBM Credit (i) all shares of stock of the Subsidiary owned by Holdings or
Borrower (as applicable), if the new Subsidiary is a Domestic Subsidiary or (ii)
all shares of stock of the new Subsidiary owned by Holdings or Borrower (as
applicable), up to sixty-five percent (65%) of the total outstanding shares of
stock of the Subsidiary, if the new Subsidiary is not a Domestic Subsidiary. For
the purpose of this Section 7.16, each of Borrower and Holdings agrees to notify
the IBM Credit 10 days before it acquires a new Subsidiary.
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