OBLIGATIONS OF DEBTORS WITH RESPECT TO THE GOODS OR
SERVICES, THE SALE OR LEASE OR RENDITION OF WHICH GAVE RISE OR WILL GIVE RISE TO
EACH ACCOUNT RELATING THERETO.
SECTION 4.12
USE OF INVENTORY.
UNTIL AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, EACH DEBTOR MAY USE ITS INVENTORY IN ANY LAWFUL MANNER NOT
INCONSISTENT WITH THIS AGREEMENT, THE CREDIT AGREEMENT AND WITH THE TERMS OF
INSURANCE THEREON AND MAY SELL, LEASE OR OTHERWISE DISPOSE OF ITS INVENTORY IN
THE ORDINARY COURSE OF BUSINESS.
EACH DEBTOR WILL NOT AND SHALL NOT BE
PERMITTED TO USE ANY ITEM OF INVENTORY IN A MANNER INCONSISTENT WITH THE HOLDING
THEREOF FOR SALE, LEASE OR DISPOSITION IN THE ORDINARY COURSE OF BUSINESS OR IN
CONTRAVENTION OF THE TERMS OF ANY AGREEMENT.
A SALE, LEASE OR DISPOSITION IN
THE ORDINARY COURSE OF BUSINESS DOES NOT INCLUDE THE EXCHANGE OF ITEMS OF
INVENTORY FOR GOODS IN KIND OR OTHERWISE OR TRANSFERS OF ITEMS OF INVENTORY MADE
IN SATISFACTION OF PRESENT OR FUTURE SECURED OBLIGATIONS.
SECTION 4.13
PROCEEDS.
ALL PROCEEDS RECEIVED BY ANY DEBTOR FROM THE
SALE OR DISPOSITION OF ANY PORTION OF THE COLLATERAL, ALL PROCEEDS RECEIVED BY
ANY DEBTOR IN THE ORDINARY COURSE OF BUSINESS AND ALL OTHER PROCEEDS OF THE
COLLATERAL SHALL BE DELIVERED OR PAID TO SECURED PARTY AS PROVIDED IN AND
SUBJECT TO THE TERMS OF THE CREDIT AGREEMENT.
TO EVIDENCE SECURED PARTY'S
RIGHTS IN THIS REGARD, EACH DEBTOR WILL ASSIGN OR ENDORSE PROCEEDS TO SECURED
PARTY AS SECURED PARTY REASONABLY REQUESTS.
SECURED PARTY MAY, FROM TIME TO
TIME SO LONG AS AN EVENT OF DEFAULT EXISTS, IN ITS DISCRETION, HOLD NON-CASH
PROCEEDS AS PART OF THE COLLATERAL OR APPLY CASH PROCEEDS OF THE COLLATERAL
RECEIVED BY SECURED PARTY IN THE MANNER SET OUT IN SECTION 5.2 OF THIS
AGREEMENT.
SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN THE CREDIT AGREEMENT,
IF AN EVENT OF DEFAULT EXISTS EACH DEBTOR WILL NOTIFY OBLIGORS ON ALL OF THE
COLLATERAL TO MAKE PAYMENTS DIRECTLY TO SECURED PARTY, AND THEREAFTER SECURED
PARTY MAY ENDORSE AS ANY DEBTOR'S AGENT ANY CHECKS, INSTRUMENTS, CHATTEL PAPER
OR OTHER DOCUMENTS CONNECTED WITH THE COLLATERAL, TAKE CONTROL OF THE COLLATERAL
AND MAY HOLD THE NON-CASH PROCEEDS AS PART OF THE COLLATERAL AND MAY APPLY CASH
PROCEEDS RECEIVED BY SECURED PARTY IN THE MANNER SET OUT IN SECTION 5.2 OF THIS
AGREEMENT.
SECURED PARTY MAY TAKE ANY ACTION REASONABLY NECESSARY TO OBTAIN,
PRESERVE AND ENFORCE THE LIENS GRANTED HEREUNDER AND MAINTAIN AND PRESERVE THE
COLLATERAL.
SECTION 4.14
DELIVERY OF CERTIFICATE OF TITLE TO EQUIPMENT.
IN THE
CASE OF EQUIPMENT NOW OWNED CONSTITUTING GOODS IN WHICH A SECURITY INTEREST IS
PERFECTED BY A NOTATION ON THE CERTIFICATE OF TITLE OR SIMILAR EVIDENCE OF THE
OWNERSHIP OF SUCH GOODS, DEBTORS SHALL, AS SOON AS PRACTICABLE AFTER A REQUEST
BY SECURED PARTY, DELIVER TO SECURED PARTY ANY AND ALL CERTIFICATES OF TITLE,
APPLICATIONS FOR TITLE OR SIMILAR EVIDENCE OF OWNERSHIP OF SUCH EQUIPMENT AND
SHALL CAUSE SECURED PARTY TO BE NAMED AS LIENHOLDER