LOAN AGREEMENT, AND MAY PAY FOR THE MAINTENANCE AND
PRESERVATION OF THE ARTICLE 9 COLLATERAL TO THE EXTENT ANY GRANTOR FAILS TO DO
SO AS REQUIRED BY THE LOAN AGREEMENT OR THIS AGREEMENT, AND EACH GRANTOR JOINTLY
AND SEVERALLY AGREES TO REIMBURSE THE AGENT ON DEMAND FOR ANY PAYMENT MADE OR
ANY REASONABLE EXPENSE INCURRED BY THE AGENT PURSUANT TO THE FOREGOING
AUTHORIZATION; PROVIDED THAT NOTHING IN THIS PARAGRAPH SHALL BE INTERPRETED AS
EXCUSING ANY GRANTOR FROM THE PERFORMANCE OF, OR IMPOSING ANY OBLIGATION ON THE
AGENT OR ANY SECURED PARTY TO CURE OR PERFORM, ANY COVENANTS OR OTHER PROMISES
OF ANY GRANTOR WITH RESPECT TO TAXES, ASSESSMENTS, CHARGES, FEES, LIENS,
SECURITY INTERESTS OR OTHER ENCUMBRANCES AND MAINTENANCE AS SET FORTH HEREIN.
(F)
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, ALL IN
ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF, AND EACH GRANTOR JOINTLY AND
SEVERALLY AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND THE OTHER SECURED
PARTIES FROM AND AGAINST ANY AND ALL LIABILITY FOR SUCH PERFORMANCE.
(G)
NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO BE MADE AN
ASSIGNMENT, PLEDGE OR HYPOTHECATION OF THE ARTICLE 9 COLLATERAL OR SHALL GRANT
ANY OTHER LIEN IN RESPECT OF THE ARTICLE 9 COLLATERAL, EXCEPT AS PERMITTED BY
THE LOAN AGREEMENT.
NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO BE MADE ANY
TRANSFER OF THE ARTICLE 9 COLLATERAL AND EACH GRANTOR SHALL REMAIN AT ALL TIMES
IN POSSESSION OF THE ARTICLE 9 COLLATERAL OWNED BY IT, EXCEPT AS PERMITTED BY
THE LOAN AGREEMENT.
(H)
NONE OF THE GRANTORS WILL, WITHOUT THE AGENT'S PRIOR WRITTEN
CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), 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 OR AS OTHERWISE PERMITTED UNDER THE LOAN AGREEMENT.
(I)
EACH GRANTOR IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE
AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY THE AGENT) AS SUCH
GRANTOR'S TRUE AND LAWFUL AGENT (AND ATTORNEY-IN-FACT) FOR THE PURPOSE OF
MAKING, SETTLING AND ADJUSTING CLAIMS IN RESPECT OF ARTICLE 9 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;
PROVIDED THAT THE AGENT AGREES NOT TO EXERCISE ANY RIGHTS AS AGENT EXCEPT
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.
IF
ANY GRANTOR AT ANY TIME OR TIMES SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE
POLICIES OF INSURANCE