IN LIMITATION, OF THE OTHER RIGHTS, POWERS
AND REMEDIES GRANTED TO THE SECURED PARTY IN THIS AGREEMENT, EACH GRANTOR HEREBY
APPOINTS THE SECURED PARTY SUCH GRANTOR'S ATTORNEY-IN-FACT, WITH FULL AUTHORITY
IN THE PLACE AND STEAD OF SUCH GRANTOR AND IN THE NAME OF SUCH GRANTOR OR
OTHERWISE, FROM TIME TO TIME IN THE SECURED PARTY'S GOOD FAITH DISCRETION, TO
TAKE ANY ACTION (INCLUDING THE RIGHT TO COLLECT ON ANY COLLATERAL) AND TO
EXECUTE ANY INSTRUMENT THAT THE SECURED PARTY MAY REASONABLY BELIEVE IS
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, IN A MANNER
CONSISTENT WITH THE TERMS HEREOF.
SECTION 9.
TAXES AND CLAIMS.
THE GRANTORS WILL PROMPTLY PAY ALL
TAXES AND OTHER GOVERNMENTAL CHARGES LEVIED OR ASSESSED UPON OR AGAINST ANY
COLLATERAL OR UPON OR AGAINST THE CREATION, PERFECTION OR CONTINUANCE OF THE
SECURITY INTEREST, AS WELL AS ALL OTHER CLAIMS OF ANY KIND (INCLUDING CLAIMS FOR
LABOR, MATERIAL AND SUPPLIES) AGAINST OR WITH RESPECT TO THE COLLATERAL, EXCEPT
TO THE EXTENT (A) SUCH TAXES, CHARGES OR CLAIMS ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS, (B) SUCH PROCEEDINGS DO NOT INVOLVE ANY
MATERIAL DANGER OF THE SALE, FORFEITURE OR LOSS OF ANY OF THE COLLATERAL OR ANY
INTEREST THEREIN AND (C) SUCH TAXES, CHARGES OR CLAIMS ARE ADEQUATELY RESERVED
AGAINST ON THE GRANTORS' BOOKS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES.
6
SECTION 10.
BOOKS AND RECORDS.
THE GRANTORS WILL KEEP AND MAINTAIN
AT THEIR OWN COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF THE
COLLATERAL, INCLUDING A RECORD OF ALL PAYMENTS RECEIVED AND CREDITS GRANTED WITH
RESPECT TO ALL ACCOUNTS, CHATTEL PAPER AND OTHER ITEMS INCLUDED IN THE
COLLATERAL.
SECTION 11.
INSPECTION, REPORTS, VERIFICATIONS.
THE GRANTORS WILL
AT ALL REASONABLE TIMES PERMIT THE SECURED PARTY OR ITS REPRESENTATIVES TO
EXAMINE OR INSPECT ANY COLLATERAL, ANY EVIDENCE OF COLLATERAL AND THE GRANTORS'
BOOKS AND RECORDS CONCERNING THE COLLATERAL, WHEREVER LOCATED.
THE GRANTORS
WILL FROM TIME TO TIME WHEN REQUESTED BY THE SECURED PARTY FURNISH TO THE
SECURED PARTY A REPORT ON ITS ACCOUNTS, CHATTEL PAPER, GENERAL INTANGIBLES AND
INSTRUMENTS, NAMING THE ACCOUNT DEBTORS OR OTHER OBLIGORS THEREON, THE AMOUNT
DUE AND THE AGING THEREOF.
THE SECURED PARTY OR ITS DESIGNEE IS AUTHORIZED TO
CONTACT ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON ANY SUCH COLLATERAL FROM
TIME TO TIME TO VERIFY THE EXISTENCE, AMOUNT AND/OR TERMS OF SUCH COLLATERAL.
SECTION 12.
NOTICE OF LOSS.
THE GRANTORS WILL PROMPTLY NOTIFY THE
SECURED PARTY OF ANY LOSS OF OR MATERIAL DAMAGE TO ANY MATERIAL ITEM OF
COLLATERAL OR OF ANY SUBSTANTIAL ADVERSE CHANGE, KNOWN TO THE GRANTORS, IN ANY
MATERIAL ITEM OF COLLATERAL OR THE PROSPECT OF PAYMENT OR PERFORMANCE THEREOF.
SECTION 13.
INSURANCE.
THE GRANTORS WILL KEEP THE INVENTORY AND
EQUIPMENT INSURED AGAINST "ALL RISKS" FOR THE FULL REPLACEMENT COST THEREOF
SUBJECT TO A DEDUCTIBLE NOT EXCEEDING $25,000 AND WITH AN INSURANCE COMPANY OR
COMPANIES SATISFACTORY TO THE SECURED PARTY, THE POLICIES TO PROTECT THE SECURED
PARTY AS ITS INTERESTS MAY APPEAR, WITH SUCH POLICIES OR