LENDER OF ANY PAYMENT RELATING TO ANY CONTRACTUAL
OBLIGATION PURSUANT HERETO.
NEITHER AGENT NOR ANY LENDER SHALL BE REQUIRED OR
OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS OF ANY
GRANTOR UNDER OR PURSUANT TO ANY CONTRACTUAL OBLIGATION, OR TO MAKE ANY PAYMENT,
OR TO MAKE ANY INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY PAYMENT
RECEIVED BY IT OR THE SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY
CONTRACTUAL OBLIGATION, OR TO PRESENT OR FILE ANY CLAIMS, OR TO TAKE ANY ACTION
TO COLLECT OR ENFORCE ANY PERFORMANCE OR THE PAYMENT OF ANY AMOUNTS WHICH MAY
HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT ANY TIME OR TIMES.
(B)
AT ANY TIME AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
WITHOUT PRIOR NOTICE TO ANY GRANTOR, AGENT MAY NOTIFY ACCOUNT DEBTORS AND OTHER
PERSONS OBLIGATED ON ANY OF THE COLLATERAL THAT AGENT HAS A SECURITY INTEREST
THEREIN, AND THAT PAYMENTS SHALL BE MADE DIRECTLY TO AGENT, FOR THE BENEFIT OF
LENDER PARTIES.
UPON THE REQUEST OF AGENT AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL SO NOTIFY ACCOUNT DEBTORS
AND OTHER PERSONS OBLIGATED ON COLLATERAL.
ONCE ANY SUCH NOTICE HAS BEEN GIVEN
TO ANY ACCOUNT DEBTOR OR OTHER PERSON OBLIGATED ON COLLATERAL UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, NO GRANTOR SHALL
GIVE ANY CONTRARY INSTRUCTIONS TO SUCH ACCOUNT DEBTOR OR OTHER PERSON WITHOUT
AGENT'S PRIOR WRITTEN CONSENT.
(C)
AT ANY TIME AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
WITHOUT PRIOR NOTICE TO ANY GRANTOR, AGENT MAY, IN AGENT'S OWN NAME, IN THE NAME
OF A NOMINEE OF AGENT OR IN THE NAME OF ANY GRANTOR, COMMUNICATE (BY MAIL,
TELEPHONE, FACSIMILE OR OTHERWISE) WITH ACCOUNT DEBTORS, PARTIES TO CONTRACTUAL
OBLIGATIONS AND OBLIGORS IN RESPECT OF INSTRUMENTS TO VERIFY WITH SUCH PERSONS,
TO AGENT'S SATISFACTION, THE EXISTENCE, AMOUNT, TERMS OF, AND ANY OTHER MATTER
RELATING TO, ACCOUNTS, INSTRUMENTS, CHATTEL PAPER AND/OR PAYMENT INTANGIBLES.
5
4.
REPRESENTATIONS AND WARRANTIES.
EACH GRANTOR REPRESENTS AND
WARRANTS TO AGENT AND THE OTHER LENDER PARTIES THAT:
(A)
SUCH GRANTOR HAS RIGHTS IN AND THE POWER TO TRANSFER EACH ITEM OF
THE COLLATERAL UPON WHICH IT PURPORTS TO GRANT A LIEN HEREUNDER FREE AND CLEAR
OF ANY AND ALL LIENS OTHER THAN PERMITTED LIENS.
(B)
NO EFFECTIVE SECURITY AGREEMENT, FINANCING STATEMENT, EQUIVALENT
SECURITY OR LIEN INSTRUMENT OR CONTINUATION STATEMENT COVERING ALL OR ANY PART
OF THE COLLATERAL IS ON FILE OR OF RECORD IN ANY PUBLIC OFFICE, EXCEPT SUCH AS
MAY HAVE BEEN FILED (I) BY SUCH GRANTOR IN FAVOR OF AGENT PURSUANT TO THIS
SECURITY AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND (II)
IN CONNECTION WITH ANY
OTHER PERMITTED LIENS.
(C)
THIS SECURITY AGREEMENT IS EFFECTIVE TO CREATE A VALID AND
CONTINUING LIEN ON AND, UPON THE FILING OF THE APPROPRIATE FINANCING STATEMENTS
LISTED ON SCHEDULE I HERETO, A PERFECTED LIEN IN FAVOR OF AGENT, FOR THE