ANY REBATE,
REFUND OR ALLOWANCE TO WHICH SUCH PARTY MAY BE LAWFULLY ENTITLED, AND MAY
ACCEPT, IN CONNECTION THEREWITH, THE RETURN OF GOODS, THE SALE OR LEASE OF WHICH
SHALL HAVE GIVEN RISE TO SUCH COLLATERAL.
AGENT HOWEVER, MAY, AT ANY TIME AFTER
THE OCCURRENCE OF AN EVENT OF DEFAULT, WHETHER BEFORE OR AFTER ANY REVOCATION OF
SUCH POWER AND AUTHORITY OR THE MATURITY OF ANY OF THE SECURED INDEBTEDNESS,
NOTIFY ANY PARTIES OBLIGATED ON ANY OF THE COLLATERAL TO MAKE PAYMENT TO AGENT
OF ANY AMOUNTS DUE OR TO BECOME DUE THEREUNDER AND ENFORCE COLLECTION OF ANY OF
THE COLLATERAL BY SUIT OR OTHERWISE AND SURRENDER, RELEASE, OR EXCHANGE ALL OR
ANY PART THEREOF, OR COMPROMISE OR EXTEND OR RENEW FOR ANY PERIOD (WHETHER OR
NOT LONGER THAN THE ORIGINAL PERIOD) ANY INDEBTEDNESS THEREUNDER OR EVIDENCED
THEREBY.
UPON THE WRITTEN REQUEST OF AGENT AFTER THE OCCURRENCE OF AN EVENT OF
DEFAULT, GRANTOR WILL, AT ITS OWN EXPENSE, WITHIN FIVE (5) DAYS AFTER RECEIPT OF
SUCH REQUEST, NOTIFY ANY PARTIES OBLIGATED ON ANY OF THE COLLATERAL TO MAKE
PAYMENT TO AGENT OF ANY AMOUNTS DUE OR TO BECOME DUE THEREUNDER.
(B)
AGENT IS AUTHORIZED TO ENDORSE, IN THE NAME OF GRANTOR, ANY ITEM,
HOWSOEVER RECEIVED BY AGENT REPRESENTING ANY PAYMENT ON OR OTHER PROCEEDS OF ANY
OF THE COLLATERAL.
(C)
IF ANY COLLATERAL IS IN THE POSSESSION OF A THIRD PARTY, GRANTOR
WILL JOIN WITH AGENT IN NOTIFYING THE THIRD PARTY OF AGENT'S SECURITY INTEREST
THEREIN AND OBTAINING AN ACKNOWLEDGMENT FROM THE THIRD PARTY THAT IT IS HOLDING
THE COLLATERAL FOR THE BENEFIT OF AGENT.
SECTION 4.1.4.
INTENTIONALLY OMITTED.
SECTION 4.1.5.
INTENTIONALLY OMITTED.
SECTION 4.1.6.
TRANSFERS AND OTHER LIENS.
GRANTOR SHALL NOT:
(A)
SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR OTHERWISE
DISPOSE OF ANY OF THE COLLATERAL, EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT;
OR
7
(B)
CREATE OR SUFFER TO EXIST ANY LIEN OR OTHER CHARGE OR ENCUMBRANCE
UPON OR WITH RESPECT TO ANY OF THE COLLATERAL TO SECURE INDEBTEDNESS OF ANY
PERSON OR ENTITY, EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS SECURITY
AGREEMENT AND EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT.
SECTION 4.1.7.
FURTHER ASSURANCES, ETC.
GRANTOR AGREES THAT, FROM TIME TO TIME
AT ITS OWN EXPENSE, GRANTOR WILL PROMPTLY EXECUTE AND DELIVER ALL FURTHER
INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER ACTION, THAT MAY BE REASONABLY
NECESSARY OR DESIRABLE, OR THAT AGENT MAY REASONABLY REQUEST, IN ORDER TO
PERFECT, PRESERVE AND PROTECT ANY SECURITY INTEREST GRANTED OR PURPORTED TO BE
GRANTED HEREBY OR TO ENABLE AGENT TO EXERCISE AND ENFORCE THEIR RIGHTS AND
REMEDIES HEREUNDER WITH RESPECT TO ANY COLLATERAL.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, GRANTOR WILL:
(A)
UPON THE WRITTEN REQUEST OF AGENT, MARK CONSPICUOUSLY EACH RELATED
CONTRACT AND EACH OF ITS RECORDS PERTAINING TO THE COLLATERAL WITH A LEGEND, IN
FORM AND SUBSTANCE SATISFACTORY TO AGENT INDICATING THAT SUCH RELATED CONTRACT
OR COLLATERAL IS SUBJECT TO THE SECURITY INTEREST GRANTED HEREBY;
(B)
UPON THE WRITTEN REQUEST OF AGENT, ANY