(I)
FURTHER IDENTIFICATION OF COLLATERAL.
THE GRANTOR WILL FURNISH TO THE LENDER FROM TIME TO TIME STATEMENTS AND
SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND SUCH OTHER
REPORTS IN CONNECTION WITH THE COLLATERAL AS THE LENDER MAY REASONABLY REQUEST,
ALL IN REASONABLE DETAIL.
(J)
NOTICES.
THE GRANTOR WILL ADVISE THE
LENDER PROMPTLY, IN REASONABLE DETAIL, AT ITS ADDRESS SET FORTH IN THE CREDIT
AGREEMENT, (I) OF ANY LIEN (OTHER THAN LIENS CREATED HEREBY) ON, OR CLAIM
ASSERTED AGAINST, ANY OF THE COLLATERAL AND (II) OF THE OCCURRENCE OF ANY OTHER
EVENT WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
THE AGGREGATE VALUE OF THE COLLATERAL OR ON THE LIENS CREATED HEREUNDER.
(K)
CHANGES IN LOCATIONS, NAME, ETC.
THE
GRANTOR WILL NOT (I) CHANGE THE LOCATION OF ITS JURISDICTION OF ORGANIZATION
FROM THAT SPECIFIED IN SECTION 4(D), (II) CHANGE ITS NAME, IDENTITY OR STRUCTURE
OR (IV) REORGANIZE UNDER THE LAWS OF ANOTHER JURISDICTION OR AS A DIFFERENT TYPE
OF ENTITY, UNLESS IT SHALL HAVE GIVEN THE LENDER AT LEAST 30 DAYS PRIOR WRITTEN
NOTICE THEREOF.
(L)
EXCESS FUNDS COLLECTION ACCOUNT. THE
GRANTOR WILL NOT (I) UPON THE OCCURRENCE AND DURING THE CONTINUATION OF A
DEFAULT OR EVENT OF DEFAULT, TRANSFER ASSETS OUT OF THE EXCESS FUNDS COLLECTION
ACCOUNT, (II) UPON THE OCCURRENCE AND DURING THE CONTINUATION OF A DEFAULT OR
EVENT OF DEFAULT, DIRECT THE EXCESS FUNDS PAYMENTS TO ANY DEPOSIT ACCOUNT OTHER
THAN THE EXCESS FUNDS COLLECTION ACCOUNT; PROVIDED THAT THE GRANTOR MAY TRANSFER
THE EXCESS FUNDS COLLECTION ACCOUNT TO ANOTHER DEPOSITORY IF THE GRANTOR, THE
LENDER, AND THE SUBSTITUTE DEPOSITARY HAVE ENTERED INTO A CONTROL AGREEMENT, OR
(III) CAUSE THE SPECIFIED SUBSIDIARIES TO USE, DISTRIBUTE OR DIRECT THE EXCESS
FUNDS PAYMENTS IN A MANNER CONTRARY TO THIS SECURITY AGREEMENT.
5
6.
LENDER'S APPOINTMENT AS
ATTORNEY-IN-FACT.
(A)
POWERS.
THE GRANTOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE LENDER AND ANY OFFICER OR AGENT THEREOF, WITH FULL
POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL
IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND STEAD OF THE GRANTOR AND IN THE
NAME OF THE GRANTOR OR IN ITS OWN NAME, FROM TIME TO TIME IN THE LENDER'S
DISCRETION, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF THIS SECURITY
AGREEMENT, TO TAKE ANY AND ALL APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL
DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE
PURPOSES OF THIS SECURITY AGREEMENT, AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE GRANTOR HEREBY GIVES THE LENDER THE POWER AND RIGHT, ON BEHALF OF
THE GRANTOR, WITHOUT NOTICE TO OR ASSENT BY THE GRANTOR, TO DO THE FOLLOWING:
(I)
IN THE NAME OF THE GRANTOR OR ITS OWN
NAME, OR OTHERWISE, TO TAKE POSSESSION OF AND ENDORSE AND COLLECT ANY CHECKS,
DRAFTS, NOTES, ACCEPTANCES OR OTHER INSTRUMENTS FOR THE PAYMENT OF MONEYS DUE
UNDER ANY COLLATERAL AND TO FILE ANY CLAIM OR TO TAKE ANY OTHER ACTION OR
PROCEEDING IN ANY COURT OF LAW OR EQUITY OR