AGREES THAT:
(I)
AT THE REASONABLE REQUEST OF THE COLLATERAL AGENT, IT SHALL MARK
CONSPICUOUSLY, IN FORM AND MANNER REASONABLY SATISFACTORY TO THE COLLATERAL
AGENT, ALL CHATTEL PAPER, INSTRUMENTS (OTHER THAN CHECKS RECEIVED IN THE
ORDINARY COURSE OF BUSINESS) AND OTHER EVIDENCE OF ANY RECEIVABLES OWNED OR HELD
BY IT OR ON ITS BEHALF (OTHER THAN ANY DELIVERED TO THE COLLATERAL AGENT AS
PROVIDED HEREIN AND OTHER THAN PURCHASE ORDERS SENT TO CUSTOMERS), AS WELL AS
THE RELATED RECEIVABLES RECORDS, WITH AN APPROPRIATE REFERENCE TO THE FACT THAT
THE COLLATERAL AGENT HAS A SECURITY INTEREST THEREIN.
(II)
IT WILL NOT, WITHOUT THE COLLATERAL AGENT'S PRIOR WRITTEN CONSENT
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), GRANT ANY EXTENSION OF THE
TIME OF PAYMENT OF ANY SUCH RECEIVABLE, COMPROMISE, COMPOUND OR SETTLE THE SAME
FOR LESS THAN THE FULL AMOUNT THEREOF, RELEASE, WHOLLY OR PARTLY, ANY SUPPORTING
OBLIGATION OR COLLATERAL SUPPORT RELATING THERETO, OR ALLOW ANY CREDIT OR
DISCOUNT WHATSOEVER THEREON, OTHER THAN EXTENSIONS, CREDITS, DISCOUNTS,
RELEASES, COMPROMISES OR SETTLEMENTS GRANTED OR MADE IN THE ORDINARY COURSE OF
BUSINESS AND CONSISTENT WITH ITS THEN CURRENT PRACTICES AND IN ACCORDANCE WITH
SUCH PRACTICES REASONABLY BELIEVED BY SUCH U.S. GRANTOR TO BE PRUDENT.
(III)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION AND UNLESS OTHERWISE
DETERMINED BY SUCH GRANTOR IN ACCORDANCE WITH ITS GOOD FAITH BUSINESS JUDGMENT,
IT SHALL CONTINUE TO COLLECT ALL AMOUNTS DUE OR TO BECOME DUE TO IT UNDER ALL
SUCH RECEIVABLES (OTHER THAN OTHER RECEIVABLES) AND ANY SUPPORTING OBLIGATIONS
OR COLLATERAL SUPPORT RELATING THERETO, AND DILIGENTLY EXERCISE EACH MATERIAL
RIGHT IT MAY HAVE THEREUNDER, IN EACH CASE AT ITS OWN COST AND EXPENSE, AND IN
CONNECTION WITH SUCH COLLECTIONS AND EXERCISE, IT SHALL, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE SUCH ACTION AS IT OR THE
COLLATERAL AGENT MAY REASONABLY DEEM NECESSARY.
NOTWITHSTANDING THE FOREGOING,
THE COLLATERAL AGENT SHALL HAVE THE RIGHT AT ANY TIME AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO NOTIFY, OR REQUIRE SUCH U.S.
GRANTOR TO NOTIFY, ANY ACCOUNT DEBTOR WITH RESPECT TO ANY SUCH RECEIVABLE,
SUPPORTING OBLIGATION OR COLLATERAL SUPPORT OF THE COLLATERAL AGENT'S SECURITY
INTEREST THEREIN, AND IN ADDITION, AT ANY TIME DURING THE CONTINUATION OF AN
EVENT OF DEFAULT, THE COLLATERAL AGENT MAY:
(I) DIRECT SUCH ACCOUNT DEBTOR TO
MAKE PAYMENT OF ALL AMOUNTS DUE OR TO BECOME DUE TO SUCH U.S. GRANTOR THEREUNDER
DIRECTLY TO THE COLLATERAL AGENT AND (II) ENFORCE, AT THE COST AND EXPENSE OF
SUCH U.S. GRANTOR, COLLECTION THEREOF AND TO ADJUST, SETTLE OR COMPROMISE THE
AMOUNT OR PAYMENT THEREOF, IN THE SAME MANNER AND TO THE SAME EXTENT AS SUCH
U.S. GRANTOR WOULD BE ABLE TO HAVE DONE.
IF THE COLLATERAL AGENT NOTIFIES SUCH
U.S. GRANTOR THAT IT HAS ELECTED TO COLLECT ANY SUCH RECEIVABLE, SUPPORTING
OBLIGATION OR COLLATERAL SUPPORT IN ACCORDANCE WITH THE PRECEDING SENTENCE, ANY
PAYMENTS THEREOF RECEIVED BY SUCH U.S. GRANTOR SHALL NOT BE COMMINGLED WITH ANY
OF ITS OTHER FUNDS OR PROPERTY BUT SHALL