Common use of Use and Disposition of Collateral Clause in Contracts

Use and Disposition of Collateral. Borrower shall not make or permit to be made any assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or grant any security interest in the Collateral except for the Security Interest and Permitted Liens. Borrower shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of business, and Borrower shall remain at all times in possession of the Collateral owned by it other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent of the Borrower, with power of substitution for the Borrower and in the Borrower's name, the Agent's name or otherwise, for the use and benefit of the Agent and the Investors and solely to effect the purposes of this Agreement, (i) to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the Collateral that may come into its possession; (ii) to sign the name of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. Borrower shall not make or permit to be made any assignment, pledge or hypothecation of the Collateral other than Permitted LiensLiens or as permitted by Section 5(a) above, or grant any security interest in the Collateral except for the Security Interest and Permitted Liens. Borrower shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of businessbusiness or as permitted by Section 5(a) above, and Borrower shall remain at all times in possession of the Collateral owned by it other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent of the Borrower, with power of substitution for the Borrower and in the Borrower's ’s name, the Agent's ’s name or otherwise, for the use and benefit of the Agent and the Investors and solely to effect the purposes of this Agreement, (i) to endorse the Borrower's ’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the Collateral that may come into its possession; (ii) to sign the name of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. Borrower (a) None of the Grantors shall not make or permit to be made any an assignment, pledge or hypothecation of any Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral other than Permitted Liensor Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, or grant any security interest in except that granted under the Collateral except for Documents and as expressly permitted by each of the Security Interest and Permitted LiensSecured Creditor Documents. Borrower None of the Grantors shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of business, Collateral or Collateral Assets and Borrower each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it other than transfers it, except that (x) inventory may be sold, kept in transit or in another location for repairs, in each case in the ordinary course of business and (y) subject to the Agent pursuant to the provisions hereof terms and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent conditions of the Borrower, with power of substitution for the Borrower and in the Borrower's name, the Agent's name or otherwise, for the use and benefit of the Agent Secured Creditor Documents and the Investors Collateral Documents, and solely to effect unless a Collateral Event of Default has occurred and is continuing and the purposes Collateral and Intercreditor Agent has given notice or taken action in accordance with the terms of this AgreementAgreement and the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed), (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to endorse the Borrower's name upon any notesCollateral), acceptances(iii) freely operate the Collateral, checksto replace machinery and equipment and to sell or otherwise dispose of inventory and other Collateral (including, drafts, money orders or other evidences of payment with respect to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral that may come into its possession; (iiAsset Sale or an Event of Loss) to sign the name of the Borrower on any invoice relating to any of the Collateral pay dividends or make investments or loans), and (iiiiv) upon the occurrence collect, invest and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment dispose of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights income in respect of any Collateral, in each case in the ordinary course of business. (Db) Each Grantor shall, at all times, make or cause to settlebe made such expenditures by means of renewals, compromisereplacements, compoundrepairs, adjust maintenance or defend any actionsotherwise take such action as shall be necessary to maintain, suits preserve and keep all of its Real Property and machinery and equipment comprising Collateral or proceedings relating to or pertaining to all or any Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of the Collateralgood operating efficiency, and (H) to use, sell, assign, transfer, pledge, make shall not commit any agreement waste on or with respect to any such Collateral or otherwise deal with all Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by AgentAsset.

Use and Disposition of Collateral. Borrower None of the Debtors shall not make or permit to be made any an assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or shall grant any security interest other Lien in respect of the Collateral Collateral, except for as expressly permitted by the Security Interest and Permitted LiensCredit Agreement. Borrower None of the Debtors shall not make or permit to be made any transfer of the Collateral and each Debtor shall remain at all times in possession (which possession shall include (a) in the case of Investment Property, possession through one or more Securities Intermediaries and (b) in the case of Inventory located on the premises of any Collateral, except property leased and used by the Borrower or any Subsidiary in the ordinary course of business, and Borrower shall remain at all times storage of Inventory on such property in possession the ordinary course of business) of the Collateral owned by it other than transfers to it, except that (a) Inventory may be sold in the Agent pursuant to ordinary course of business and (b) unless and until the provisions hereof and as otherwise provided in this Agreement. The Collateral Agent shall notify the Debtors that an Event of Default shall have occurred and be continuing and that during the rightcontinuance thereof the Debtors shall not sell, as the true and lawful agent convey, lease, assign, transfer or otherwise dispose of the Borrower, with power of substitution for the Borrower and any Collateral (which notice may be given by telephone if promptly confirmed in the Borrower's namewriting), the Agent's name or otherwise, for the Debtors may use and benefit of the Agent and the Investors and solely to effect the purposes of this Agreement, (i) to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the Collateral that may come into its possession; (ii) to sign the name of the Borrower on any invoice relating to any dispose of the Collateral and (iii) upon in any lawful manner not inconsistent with the occurrence and during provisions of this Security Agreement, the continuance of an event of default under this Credit Agreement or under any other Loan Document. Without limiting the Notegenerality of the foregoing, (A) unless otherwise agreed by the Collateral Agent, each Debtor agrees that it shall not permit any Inventory to receivebe in the possession or control of any warehouseman, endorsebailee, assign and/or deliver agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating shall have been instructed by the applicable Debtors to hold the Inventory subject to the Collateral or any part thereof, Security Interest and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any instructions of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. Borrower None of the Grantors shall not make or permit to be made any an assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or shall grant any security interest other Lien in respect of the Collateral Collateral, except for as expressly permitted by Section 6.02 of the Security Interest and Permitted LiensCredit Agreement. Borrower None of the Grantors shall not make or permit to be made any transfer of the Collateral and each Grantor shall remain at all times in possession (which possession shall include (a) in the case of Investment Property, possession through one or more Securities Intermediaries and (b) in the case of Inventory located on the premises of any Collateral, except property leased and used by the Borrower or any Subsidiary in the ordinary course of business, and Borrower shall remain at all times storage of Inventory on such property in possession the ordinary course of business) of the Collateral owned by it other than transfers to it, except that (a) Inventory may be sold in the ordinary course of business and (b) unless and until the Collateral Agent pursuant to shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent of the Borrower, with power of substitution for the Borrower and in the Borrower's name, the Agent's name or otherwise, for the use and benefit of the Agent and the Investors and solely to effect the purposes of this Agreement, (i) the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory to endorse be in the Borrower's name upon possession or control of any noteswarehouseman, acceptancesbailee, checksagent or processor at any time unless such warehouseman, draftsbailee, money orders agent or other evidences processor shall have been notified of payment the Security Interest and shall have agreed in writing to hold the Inventory subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to the Collateral that may come into its possession; (ii) to sign the name of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafterInventory, whether hereunder or arising by operation of law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. Borrower None of the Grantors shall not make or permit to be made any an assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or shall grant any security interest other Lien in respect of the Collateral Collateral, except for the Security Interest and Permitted Liens. Borrower None of the Grantors shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of business, Collateral and Borrower each Grantor shall remain at all times in possession of the Collateral owned by it other than transfers to it, except that (a) Inventory may be sold in the Agent ordinary course of business, (b) Vehicles may be leased by Dealers pursuant to Qualifying Rentals and other Equipment may be sold or leased by Dealers in bona fide transactions, in each case in the ordinary course of business, (c) Vehicles and other Equipment may be held in the possession of other persons when being repaired by such persons in the ordinary course of such Grantor's business and (d) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent of the Borrower, with power of substitution for the Borrower and in the Borrower's name, the Agent's name or otherwise, for the use and benefit of the Agent and the Investors and solely to effect the purposes of this Agreement, (i) the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory or Equipment to endorse be in the Borrower's name upon possession or control of any noteswarehouseman, acceptancesbailee, checksagent, draftsprocessor or Dealer at any time unless such warehouseman, money orders bailee, agent, processor or other evidences Dealer shall have been notified of payment the Security Interest and shall have agreed in writing to hold the Inventory or Equipment subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to the Collateral that may come into its possession; (ii) to sign the name such Inventory or Equipment, whether arising by operation of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateralotherwise, provided that (Da) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence case of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and Dealers in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have existence on the date hereof, the Grantors may provide such notice to, and obtain such agreement from, such Dealers not later than 90 days after the date hereof and (b) persons repairing dollies in the ordinary course of this Agreement business need not be so notified or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of make such action shall be provided to Borrower by Agentagreement.

Use and Disposition of Collateral. Borrower Grantor shall not make or permit to be made any an assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or shall not grant any security interest other Lien in respect of the Collateral Collateral, except for as expressly permitted by the Security Interest and Permitted LiensTransaction Documents. Borrower Grantor shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of business, Collateral and Borrower Grantor shall remain at all times in possession of the Collateral owned by it, except that (a) Inventory may be sold in the ordinary course of business consistent with past practice and (b) unless and until the Collateral Agent shall notify the Grantor that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantor shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantor may dispose of Collateral if permitted by the terms of each Transaction Document. Without limiting the generality of the foregoing, Grantor agrees that (a) it other than transfers shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest, (b) it shall use its best efforts to obtain the written agreement of any such warehouseman, bailee, agent or processor to hold the Inventory subject to the Agent pursuant to Security Interest and the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent instructions of the BorrowerCollateral Agent and to waive and release any Lien held by it with respect to such Inventory, with power whether arising by operation of substitution for the Borrower and in the Borrower's name, the Agent's name law or otherwise, for and (c) it will promptly notify the use and benefit of Collateral Agent in the Agent and the Investors and solely event any warehouseman, bailee, agent or processor issues to effect the purposes of this Agreement, (i) to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders Grantor a negotiable warehouse receipt or other evidences of payment negotiable document with respect to Inventory and will use its best efforts to cause the Collateral that may come into its possession; (ii) Agent to sign the name of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as have a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agentfirst priority perfected Lien therein.

Use and Disposition of Collateral. Borrower None of the Grantors shall not make or permit to be made any an assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or shall grant any security interest other Lien in respect of the Collateral Collateral, except for the Security Interest and Permitted Liens. Borrower None of the Grantors shall not make or permit to be made any transfer of any Collateralthe Collateral and each Grantor shall remain at all times in posses sion of the Collateral owned by it, except that (a) Inventory may be sold in the ordinary course of business, (b) Vehicles may be leased by Dealers pursuant to Qualifying Rentals and Borrower other Equipment may be sold or leased by Dealers in bona fide transactions, in each case in the ordinary course of business, (c) Vehicles and other Equipment may be held in the possession of other persons when being repaired by such persons in the ordinary course of such Grantor's business and (d) unless and until the Collateral Agent shall remain at all times notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in possession writing), the Grantors may use and dispose of the Collateral owned by it other than transfers to the Agent pursuant to in any lawful manner not inconsistent with the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent of the Borrower, with power of substitution for the Borrower and in the Borrower's name, the Agent's name or otherwise, for the use and benefit of the Agent and the Investors and solely to effect the purposes of this Agreement, (i) the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory or Equipment to endorse be in the Borrower's name upon possession or control of any noteswarehouseman, acceptancesbailee, checksagent, draftsprocessor or Dealer at any time unless such warehouseman, money orders bailee, agent, processor or other evidences Dealer shall have been notified of payment the Security Interest and shall have agreed in writing to hold the Inventory or Equipment subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to the Collateral that may come into its possession; (ii) to sign the name such Inventory or Equipment, whether arising by operation of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateralotherwise, provided that (Da) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence case of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and Dealers in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have existence on the date hereof, the Grantors may provide such notice to, and obtain such agreement from, such Dealers not later than 90 days after the date hereof and (b) persons repairing dollies in the ordinary course of this Agreement business need not be so notified or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of make such action shall be provided to Borrower by Agentagreement.

Use and Disposition of Collateral. Borrower None of the Grantors shall not make or permit to be made any an assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or shall grant any security interest other Lien in respect of the Collateral Collateral, except for as expressly permitted by the Security Interest and Permitted LiensFundamental Documents. Borrower None of the Grantors shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of business, Collateral and Borrower each Grantor shall remain at all times in possession of the Collateral owned by it, except that (a) Inventory may be sold in the ordinary course of business consistent with past practice and (b) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may dispose of Collateral if permitted by the terms of each Fundamental Document. Without limiting the generality of the foregoing, each Grantor agrees that (a) it other than transfers shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest, (b) it shall use its best efforts to obtain the written agreement of any such warehouseman, bailee, agent or processor to hold the Inventory subject to the Agent pursuant to Security Interest and the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent instructions of the BorrowerCollateral Agent and to waive and release any Lien held by it with respect to such Inventory, with power whether arising by operation of substitution for the Borrower and in the Borrower's name, the Agent's name law or otherwise, for and (c) it will promptly notify the use and benefit of Collateral Agent in the Agent and the Investors and solely event any warehouseman, bailee, agent or processor issues to effect the purposes of this Agreement, (i) to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders a Grantor a negotiable warehouse receipt or other evidences of payment negotiable document with respect to Inventory and will use its best efforts to cause the Collateral that may come into its possession; (ii) Agent to sign the name of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as have a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agentperfected Lien therein.

Use and Disposition of Collateral. Borrower shall Until an Event of Default hereunder, the Debtor may use the Collateral in any lawful manner not make inconsistent with this Agreement, the Loan Agreement or permit to be made with the terms or conditions of any assignment, pledge policy of insurance thereon and also may sell or hypothecation otherwise dispose of the Collateral other than Permitted Liens, or grant any security interest in the Collateral except for the Security Interest and Permitted Liens. Borrower shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of business, and Borrower shall remain at all times business as permitted in possession the Loan Agreement. A sale in the ordinary course of business does not include a transfer in partial or total satisfaction of a debt. Except for sales or other dispositions in the Collateral owned by it other than transfers to the Agent pursuant to the provisions hereof and ordinary course of business or as otherwise provided in this the Agreement. The Agent shall have the right, as the true and lawful agent of the Borrower, with power of substitution for the Borrower and in the Borrower's name, the Agent's name or otherwiseDebtor shall not sell, for the use and benefit of the Agent and the Investors and solely to effect the purposes of this Agreementencumber, (i) to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the Collateral that may come into its possession; (ii) to sign the name of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court manner dispose of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, unless consented to by the Agent in writing. The Agent at all times, following reasonable notice and (H) during normal business hours, shall have a license to useenter upon any premises where any tangible items of Collateral are located or where any record of an intangible item of Collateral may be maintained, selland in connection therewith, assignthe Debtor assigns to the Agent all right, transfer, pledge, make title and interest of the Debtor in and to any agreement with respect to leases or otherwise deal with other agreements between the Debtor and various persons having in their possession any or all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes such persons may rely upon this Agreement or a copy hereof as authority of this Agreement, as fully and completely as though the Agent were for entry upon said premises to the absolute owner same extent and for the same purpose as the Debtor may enter thereupon. Notwithstanding the assignment of all right, title and interest of the Debtor in and to such agreements, the Debtor agrees to remain bound to the party having possession of the Collateral for the performance of all purposes; providedobligations with respect to such Collateral, however, that nothing herein contained shall be construed as requiring or obligating and the entry of the Agent or any Investor to make any commitment or to make any inquiry as to under the nature or sufficiency terms of any payment received this Agreement upon such premises shall not constitute an acceptance by the Agent of any obligation of the Debtor to any person having possession of such Collateral. LEASE OF RECORDS Debtor hereby leases to Agent, and Agent hires from Debtor, for a term which shall be effective so long as the Loans or such Investor other Obligations secured hereby are owing to the Agent by Debtor and until Debtor has no further obligation to Agent under the Loan Agreement or any other Loan Document, all of Debtor's present and future books of Accounts, computer printouts, magnetic, digital and laser tapes and disks, computer and electronic storage media, computer software programs, trial balance records, ledgers and cabinets in which they are located, reflected or maintained, in any way relating to the Collateral, and all present and future supporting evidence and documents relating thereto in the form of written applications, credit information, account cards, payment records, trial balances, correspondence, delivery receipts, certificates and the like, as well as the past and current information stored in computer software programs for and on Debtor's behalf by third parties. If an Event of Default occurs, then, in addition to all of the other rights and remedies of Agent herein, Agent will have the right forthwith or file at any claim or noticetime thereafter to remove from Debtor's premises, or to take any action with respect to other location, all of the Collateral or any part thereof or foregoing and keep and retain the moneys due or to become due same in respect thereof or any property covered thereby, Agent's possession until the Loans and no action taken by other Obligations secured hereby shall have been fully paid and discharged and the Agent or any Investor or omitted to be taken with respect to has no further obligation under the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocableLoan Agreement. The provisions of this Section 5(f) paragraph shall not be deemed to diminish or contravene the security interest of Agent in no event relieve Borrower of Debtor's General Intangibles or in the property, materials, and interests described in this paragraph but shall be deemed to be in addition to any of its obligations hereunder rights Agent may have with respect to the Collateral or any part thereof (other than obligations which are impaired as Debtor's grant of a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed security interest in any particular manner with respect its General Intangibles to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. Borrower None of the Grantors shall not make or permit to be made any an assignment, pledge or hypothecation of the Collateral other than Permitted Liens, or shall grant any security interest other Lien in respect of the Collateral Collateral, except for as expressly permitted by the Security Interest and Permitted LiensTransaction Documents. Borrower None of the Grantors shall not make or permit to be made any transfer of any Collateral, except in the ordinary course of business, Collateral and Borrower each Grantor shall remain at all times in possession of the Collateral owned by it, except that (a) Inventory may be sold in the ordinary course of business consistent with past practice and (b) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may dispose of Collateral if permitted by the terms of each Transaction Document. Without limiting the generality of the foregoing, each Grantor agrees that (a) it other than transfers shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest, (b) it shall use its best efforts to obtain the written agreement of any such warehouseman, bailee, agent or processor to hold the Inventory subject to the Agent pursuant to Security Interest and the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, as the true and lawful agent instructions of the BorrowerCollateral Agent and to waive and release any Lien held by it with respect to such Inventory, with power whether arising by operation of substitution for the Borrower and in the Borrower's name, the Agent's name law or otherwise, for and (c) it will promptly notify the use and benefit of Collateral Agent in the Agent and the Investors and solely event any warehouseman, bailee, agent or processor issues to effect the purposes of this Agreement, (i) to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders a Grantor a negotiable warehouse receipt or other evidences of payment negotiable document with respect to Inventory and will use its best efforts to cause the Collateral that may come into its possession; (ii) Agent to sign the name of the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of payment relating to the Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (B) to demand, collect, receive payment of, give receipt for, extend the time of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as have a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agentfirst priority perfected Lien therein.