FAILS TO DO
SO AS REQUIRED BY THE CREDIT AGREEMENT OR THIS AGREEMENT, AND EACH GRANTOR
JOINTLY AND SEVERALLY AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT ON DEMAND FOR
ANY PAYMENT MADE OR ANY EXPENSE INCURRED BY THE ADMINISTRATIVE 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 ADMINISTRATIVE 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 OR IN THE OTHER LOAN DOCUMENTS.
(G)
IF AT ANY TIME ANY GRANTOR SHALL TAKE A SECURITY INTEREST IN ANY PROPERTY
OF AN ACCOUNT DEBTOR OR ANY OTHER PERSON WITH A FAIR MARKET VALUE IN EXCESS OF
$100,000 TO SECURE PAYMENT AND PERFORMANCE OF AN ACCOUNT, SUCH GRANTOR SHALL
PROMPTLY ASSIGN SUCH SECURITY INTEREST TO THE ADMINISTRATIVE AGENT.
SUCH
ASSIGNMENT NEED NOT BE 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.
(H)
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
17
TERMS AND CONDITIONS THEREOF, AND EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO
INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES
FROM AND AGAINST ANY AND ALL LIABILITY FOR SUCH PERFORMANCE.
(I)
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 CREDIT
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 (OTHER THAN INVENTORY IN
TRANSIT, INVENTORY THAT IS BEING PROCESSED OR USED AS A SAMPLE OFFSITE,
INVENTORY THAT IS THE SUBJECT OF A CONSIGNMENT, ARTICLE 9 COLLATERAL IN
POSSESSION OF THE ADMINISTRATIVE AGENT, OFFICE AND TELECOMMUNICATIONS EQUIPMENT
LOANED TO EMPLOYEES AND, FOR SO LONG AS SUCH ARTICLE 9 COLLATERAL REMAINS
DEPOSITED IN SUCH ACCOUNTS, ARTICLE 9 COLLATERAL DEPOSITED IN THE ACCOUNTS
LISTED ON SCHEDULE V HERETO), 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 ARTICLE 9
COLLATERAL, THE GRANTORS MAY USE, TRANSFER AND DISPOSE OF THE ARTICLE 9
COLLATERAL IN ANY LAWFUL MANNER NOT INCONSISTENT WITH THE PROVISIONS OF THIS
AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(J)
EACH GRANTOR IRREVOCABLY MAKES, CONSTITUTES