AND APPOINTS THE ADMINISTRATIVE
AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY THE ADMINISTRATIVE
AGENT) AS SUCH GRANTOR'S TRUE AND LAWFUL AGENT (AND ATTORNEY-IN-FACT) FOR THE
PURPOSE, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
OF MAKING, SETTLING AND ADJUSTING CLAIMS IN RESPECT OF ARTICLE 9 COLLATERAL
UNDER POLICIES OF INSURANCE, ENDORSING THE NAME OF SUCH GRANTOR ON ANY CHECK,
DRAFT, INSTRUMENT OR OTHER ITEM OF PAYMENT FOR THE PROCEEDS OF SUCH POLICIES OF
INSURANCE AND FOR MAKING ALL DETERMINATIONS AND DECISIONS WITH RESPECT THERETO.
IN THE EVENT THAT ANY GRANTOR AT ANY TIME OR TIMES SHALL FAIL TO OBTAIN OR
MAINTAIN ANY OF THE POLICIES OF INSURANCE REQUIRED UNDER THE CREDIT AGREEMENT OR
TO PAY ANY PREMIUM IN WHOLE OR PART RELATING THERETO, THE ADMINISTRATIVE AGENT
MAY, WITHOUT WAIVING OR RELEASING ANY OBLIGATION OR LIABILITY OF THE GRANTORS
HEREUNDER OR ANY EVENT OF DEFAULT, IN ITS SOLE DISCRETION, OBTAIN AND MAINTAIN
SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUM AND TAKE ANY OTHER ACTIONS WITH
RESPECT THERETO AS THE ADMINISTRATIVE AGENT DEEMS ADVISABLE.
ALL SUMS DISBURSED
BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THIS PARAGRAPH, INCLUDING
REASONABLE ATTORNEYS' FEES, COURT COSTS, EXPENSES AND OTHER CHARGES RELATING
THERETO, SHALL BE PAYABLE, UPON DEMAND, BY THE GRANTORS TO THE ADMINISTRATIVE
AGENT AND SHALL BE ADDITIONAL OBLIGATIONS SECURED HEREBY.
(K)
NO GRANTOR WILL MAKE OR AGREE TO MAKE ANY DISCOUNT, CREDIT, REBATE OR OTHER
REDUCTION IN THE ORIGINAL AMOUNT OWING ON A RECEIVABLE OR ACCEPT IN SATISFACTION
OF A RECEIVABLE LESS THAN THE ORIGINAL AMOUNT THEREOF, EXCEPT THAT, PRIOR TO THE
OCCURRENCE OF AN EVENT OF DEFAULT, ANY GRANTOR MAY REDUCE THE AMOUNT OF ACCOUNTS
ARISING FROM THE SALE OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS.
EXCEPT
AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH GRANTOR WILL COLLECT AND ENFORCE,
AT SUCH GRANTOR'S SOLE EXPENSE, ALL AMOUNTS DUE OR HEREAFTER DUE TO SUCH GRANTOR
UNDER THE RECEIVABLES TO THE EXTENT SUCH
18
COLLECTION OR ENFORCEMENT IS COMMERCIALLY WARRANTED.
EACH GRANTOR WILL DELIVER
TO THE ADMINISTRATIVE AGENT IMMEDIATELY UPON ITS REQUEST AFTER THE OCCURRENCE
AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT DUPLICATE INVOICES WITH
RESPECT TO EACH OF ITS ACCOUNTS BEARING SUCH LANGUAGE OF ASSIGNMENT AS THE
ADMINISTRATIVE AGENT SHALL SPECIFY.
EACH GRANTOR SHALL SEND THE ADMINISTRATIVE
AGENT A COPY OF ANY CREDIT MEMORANDUM IN EXCESS OF $100,000 AS SOON AS ISSUED,
AND THE PARENT BORROWER SHALL PROMPTLY REPORT EACH CREDIT MEMORANDUM AND EACH OF
THE FACTS REQUIRED TO BE DISCLOSED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH THIS CLAUSE (K) ON THE BORROWING BASE CERTIFICATES SUBMITTED BY IT.
(L)
IN THE EVENT ANY ACCOUNT DEBTOR RETURNS INVENTORY TO ANY GRANTOR WHEN AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SUCH GRANTOR, UPON THE REQUEST
OF THE ADMINISTRATIVE AGENT, SHALL (I) HOLD THE RETURNED INVENTORY IN TRUST FOR
THE ADMINISTRATIVE AGENT, (II) SEGREGATE ALL RETURNED INVENTORY FROM ALL ITS
OTHER PROPERTY, (III) DISPOSE OF THE RETURNED INVENTORY SOLELY ACCORDING TO THE
ADMINISTRATIVE AGENT'S WRITTEN