FILED OF PUBLIC RECORD UNLESS NECESSARY TO CONTINUE THE PERFECTED
STATUS OF THE SECURITY INTEREST AGAINST CREDITORS OF AND TRANSFEREES FROM THE
ACCOUNT DEBTOR OR OTHER PERSON GRANTING THE SECURITY INTEREST.
(G)
EACH 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 ARTICLE 9 COLLATERAL SUBJECT TO THE
SECURITY INTEREST, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF, AND
EACH US GRANTOR JOINTLY AND SEVERALLY AGREES TO INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES FROM AND AGAINST ANY AND ALL
LIABILITY FOR SUCH PERFORMANCE (AND EACH NON-US GRANTOR JOINTLY AND SEVERALLY
AGREES TO SO INDEMNIFY AND HOLD HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY
FOR SUCH PERFORMANCE ON ACCOUNT OF ANY NON-US GRANTOR).
(H)
NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO BE MADE AN ASSIGNMENT, PLEDGE
OR HYPOTHECATION OF THE ARTICLE 9 COLLATERAL SUBJECT TO THE SECURITY INTEREST OR
SHALL GRANT ANY OTHER LIEN IN RESPECT OF SUCH ARTICLE 9 COLLATERAL, EXCEPT AS
PERMITTED BY THE CREDIT AGREEMENT. NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO
BE MADE ANY TRANSFER OF SUCH ARTICLE 9 COLLATERAL AND EACH GRANTOR SHALL REMAIN
AT ALL TIMES IN POSSESSION OF SUCH ARTICLE 9 COLLATERAL OWNED BY IT, EXCEPT THAT
UNLESS AND UNTIL THE ADMINISTRATIVE 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 SUCH ARTICLE 9 COLLATERAL (WHICH NOTICE MAY BE GIVEN
BY TELEPHONE IF PROMPTLY CONFIRMED IN WRITING), THE GRANTORS MAY USE AND DISPOSE
OF SUCH ARTICLE 9 COLLATERAL IN ANY LAWFUL MANNER NOT INCONSISTENT WITH THE
PROVISIONS OF THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
19
(I)
NONE OF THE GRANTORS WILL, WITHOUT THE ADMINISTRATIVE AGENT'S PRIOR WRITTEN
CONSENT, GRANT ANY EXTENSION OF THE TIME OF PAYMENT OF ANY ACCOUNTS INCLUDED IN
THE ARTICLE 9 COLLATERAL, 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, COMPROMISES, SETTLEMENTS, RELEASES, CREDITS OR DISCOUNTS GRANTED OR
MADE IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH ITS CURRENT
PRACTICES AND IN ACCORDANCE WITH SUCH PRUDENT AND STANDARD PRACTICE USED IN
INDUSTRIES THAT ARE THE SAME AS OR SIMILAR TO THOSE IN WHICH SUCH GRANTOR IS
ENGAGED.
(J)
THE GRANTORS, AT THEIR OWN EXPENSE, SHALL MAINTAIN OR CAUSE TO BE
MAINTAINED INSURANCE COVERING PHYSICAL LOSS OR DAMAGE TO THE INVENTORY AND
EQUIPMENT SUBJECT TO THE SECURITY INTEREST IN ACCORDANCE WITH THE REQUIREMENTS
SET FORTH IN SECTION 5.07 OF THE CREDIT AGREEMENT. EACH GRANTOR 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