AGREEMENT, AND TO VERIFY UNDER REASONABLE
PROCEDURES THE VALIDITY, AMOUNT, QUALITY, QUANTITY, VALUE, CONDITION AND STATUS
OF, OR ANY OTHER MATTER RELATING TO, THE ARTICLE 9 COLLATERAL, INCLUDING, IN THE
CASE OF ACCOUNTS OR ARTICLE 9 COLLATERAL IN THE POSSESSION OF ANY THIRD PERSON,
BY CONTACTING, WITH ADVANCE NOTICE TO AND IN COORDINATION WITH THE GRANTORS
(UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING) ACCOUNT DEBTORS OR
THE THIRD PERSON POSSESSING SUCH ARTICLE 9 COLLATERAL FOR THE PURPOSE OF MAKING
SUCH A VERIFICATION.
THE SECURITY AGENT SHALL HAVE THE ABSOLUTE RIGHT TO SHARE
ANY INFORMATION IT GAINS FROM SUCH INSPECTION OR
21
VERIFICATION WITH ANY LENDER (IT BEING UNDERSTOOD THAT ANY SUCH INFORMATION
SHALL BE DEEMED TO BE "CONFIDENTIAL INFORMATION" SUBJECT TO THE PROVISIONS OF
SECTION 13.16 OF THE CREDIT AGREEMENT).
(F)
AT ITS OPTION, THE SECURITY AGENT MAY DISCHARGE PAST DUE TAXES,
ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES AT
ANY TIME LEVIED OR PLACED ON THE ARTICLE 9 COLLATERAL AND NOT PERMITTED PURSUANT
TO THE CREDIT 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
CREDIT AGREEMENT OR THIS AGREEMENT AFTER WRITTEN NOTICE THEREOF IS DELIVERED TO
HOLDINGS BY THE SECURITY AGENT, AND EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO
REIMBURSE THE SECURITY AGENT ON DEMAND FOR ANY PAYMENT MADE OR ANY EXPENSE
INCURRED BY THE SECURITY AGENT PURSUANT TO THE FOREGOING AUTHORIZATION; PROVIDED
THAT NOTHING IN THIS PARAGRAPH (F) SHALL BE INTERPRETED AS EXCUSING ANY GRANTOR
FROM THE PERFORMANCE OF, OR IMPOSING ANY OBLIGATION ON THE SECURITY 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)
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 SECURITY AGENT AND THE SECURED PARTIES
FROM AND AGAINST ANY AND ALL LIABILITY FOR SUCH PERFORMANCE.
(H)
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 EXCEPT THAT UNLESS AND UNTIL THE SECURITY AGENT SHALL
NOTIFY THE GRANTORS IN WRITING 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 AND