RECEIVABLE SHALL BE
EVIDENCED BY A PROMISSORY NOTE OR OTHER INSTRUMENT, NEGOTIABLE DOCUMENT OR
CHATTEL PAPER, AND GRANTOR SHALL DELIVER AND PLEDGE TO AGENT HEREUNDER SUCH
PROMISSORY NOTE, INSTRUMENT, NEGOTIABLE DOCUMENT OR CHATTEL PAPER, DULY ENDORSED
AND ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL IN
FORM AND SUBSTANCE SATISFACTORY TO AGENT;
(C)
EXECUTE AND FILE SUCH FINANCING OR CONTINUATION STATEMENTS, OR
AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES (INCLUDING, WITHOUT
LIMITATION, ANY ASSIGNMENT OF CLAIM FORM UNDER OR PURSUANT TO THE FEDERAL
ASSIGNMENT OF CLAIMS STATUTE, 31 U.S.C. § 3726, ANY SUCCESSOR OR AMENDED VERSION
THEREOF OR ANY REGULATION PROMULGATED UNDER OR PURSUANT TO ANY VERSION THEREOF),
AS MAY BE REASONABLY NECESSARY OR DESIRABLE, OR AS AGENT MAY REASONABLY REQUEST,
IN ORDER TO PERFECT AND PRESERVE THE SECURITY INTERESTS AND OTHER RIGHTS GRANTED
OR PURPORTED TO BE GRANTED TO AGENT HEREBY;
(D)
FURNISH TO AGENT, FROM TIME TO TIME UPON AGENT'S WRITTEN REQUEST,
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS AGENT MAY REASONABLY
REQUEST, ALL IN REASONABLE DETAIL;
(E)
INTENTIONALLY OMITTED;
(F)
INTENTIONALLY OMITTED.
With respect to the foregoing and the grant of the security interests hereunder,
Grantor hereby authorizes Agent to file one or more financing or continuation
statements, and amendments thereto, relative to all or any part of the
Collateral without the signature of Grantor where permitted by law.
A carbon,
photographic or other reproduction of this Security Agreement or
8
any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
SECTION 4.1.8.
INTENTIONALLY OMITTED.
ARTICLE V
AGENT
SECTION 5.1.
AGENT APPOINTED ATTORNEY-IN-FACT.
GRANTOR HEREBY IRREVOCABLY
APPOINTS AGENT AS GRANTOR'S ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE
AND STEAD OF GRANTOR AND IN THE NAME OF GRANTOR OR OTHERWISE, FROM TIME TO TIME
IN AGENT'S DISCRETION, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENTS WHICH
AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS
SECURITY AGREEMENT, INCLUDING, WITHOUT LIMITATION:
(A)
TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER, COMPROMISE, RECEIVE AND
GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN
RESPECT OF ANY OF THE COLLATERAL;
(B)
TO RECEIVE, ENDORSE, AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS,
DOCUMENTS AND CHATTEL PAPER, IN CONNECTION WITH CLAUSE (A) ABOVE;
(C)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS
WHICH AGENT MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF ANY OF THE
COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF AGENT WITH RESPECT TO ANY OF
THE COLLATERAL;
(D)
TO PERFORM THE AFFIRMATIVE OBLIGATIONS OF GRANTOR HEREUNDER
(INCLUDING ALL OBLIGATIONS OF GRANTOR PURSUANT TO SECTION 4.1.7); AND
(E)
TO TERMINATE ANY FINANCING STATEMENTS CURRENTLY FILED WITH RESPECT
TO THE COLLATERAL.
Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.
SECTION 5.2.
AGENT MAY PERFORM.
IF GRANTOR