GRANTOR SHALL
REMAIN LIABLE TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT UNDER EACH CONTRACT, AGREEMENT OR INSTRUMENT
RELATING TO THE COLLATERAL, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS
THEREOF, EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT, AND EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO INDEMNIFY AND HOLD
HARMLESS THE ADMINISTRATIVE AGENT AND THE CREDIT PARTIES FROM AND AGAINST ANY
AND ALL LIABILITY FOR SUCH PERFORMANCE.
SECTION 4.08.
LIMITATION ON MODIFICATION OF ACCOUNTS.
NONE OF THE GRANTORS
WILL, WITHOUT THE ADMINISTRATIVE AGENT'S PRIOR WRITTEN CONSENT, GRANT ANY
EXTENSION OF THE TIME OF PAYMENT OF ANY OF THE ACCOUNTS, COMPROMISE, COMPOUND OR
SETTLE THE SAME FOR LESS THAN THE FULL AMOUNT THEREOF, RELEASE, WHOLLY OR
PARTLY, ANY PERSON LIABLE FOR THE PAYMENT THEREOF OR ALLOW ANY CREDIT OR
DISCOUNT WHATSOEVER THEREON, OTHER THAN EXTENSIONS, RELEASES, CREDITS,
DISCOUNTS, COMPROMISES OR SETTLEMENTS GRANTED OR MADE IN THE ORDINARY COURSE OF
BUSINESS AND CONSISTENT WITH ITS CURRENT PRACTICES.
SECTION 4.09.
INSURANCE.
EACH GRANTOR HEREBY IRREVOCABLY MAKES, CONSTITUTES
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), EXERCISABLE AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, FOR THE PURPOSE OF MAKING, SETTLING AND
ADJUSTING CLAIMS IN RESPECT OF 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 HEREBY 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 DEFAULT OR 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 SECTION 4.09, 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 SECURED OBLIGATIONS SECURED HEREBY.
SECTION 4.10.
LEGEND.
AT THE REQUEST OF THE ADMINISTRATIVE AGENT IF AN EVENT
OF DEFAULT SHALL OCCUR AND BE CONTINUING, EACH GRANTOR SHALL LEGEND, IN FORM AND
MANNER SATISFACTORY TO THE ADMINISTRATIVE AGENT, ITS ACCOUNTS AND ITS BOOKS,
RECORDS AND DOCUMENTS EVIDENCING OR PERTAINING THERETO WITH AN APPROPRIATE
REFERENCE TO THE FACT THAT SUCH ACCOUNTS HAVE BEEN ASSIGNED TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE CREDIT PARTIES AND THAT THE
ADMINISTRATIVE AGENT HAS A SECURITY INTEREST THEREIN.
15
SECTION 4.11.
INTELLECTUAL PROPERTY.
(A)
EACH GRANTOR AGREES THAT IT WILL NOT DO ANY ACT OR OMIT TO