VERIFICATION WITH ANY SECURED
PARTY.
(E)
AT ITS OPTION, THE CANADIAN AGENT MAY DISCHARGE PAST DUE TAXES,
ASSESSMENTS, CHARGES, FEES OR LIENS AT ANY TIME LEVIED OR PLACED ON THE ABL
COLLATERAL AND NOT PERMITTED PURSUANT TO SECTION 6.02 OF THE CREDIT AGREEMENT,
AND MAY PAY FOR THE MAINTENANCE AND PRESERVATION OF THE ABL COLLATERAL SUBJECT
TO THE SECURITY INTEREST TO THE EXTENT ANY GRANTOR FAILS TO DO SO AS REQUIRED BY
THE CREDIT AGREEMENT OR THIS AGREEMENT, AND EACH GRANTOR JOINTLY AND SEVERALLY
AGREES TO REIMBURSE THE CANADIAN AGENT ON DEMAND FOR ANY PAYMENT MADE OR ANY
EXPENSE INCURRED BY THE CANADIAN 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 CANADIAN
AGENT OR ANY OTHER SECURED PARTY TO CURE OR PERFORM, ANY COVENANTS OR OTHER
PROMISES OF ANY GRANTOR WITH RESPECT TO TAXES, ASSESSMENTS, CHARGES, FEES OR
LIENS AND MAINTENANCE OF PROPERTIES AS SET FORTH HEREIN OR IN THE OTHER LOAN
DOCUMENTS.
(F)
IF AT ANY TIME ANY GRANTOR SHALL TAKE A SECURITY INTEREST IN ANY PROPERTY
OF AN ACCOUNT DEBTOR OR ANY OTHER PERSON TO SECURE PAYMENT AND PERFORMANCE OF AN
ACCOUNT, SUCH GRANTOR SHALL PROMPTLY ASSIGN SUCH SECURITY INTEREST TO THE
CANADIAN AGENT, FOR THE BENEFIT OF THE SECURED PARTIES. 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.
(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 ABL COLLATERAL SUBJECT TO THE SECURITY
INTEREST, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF, AND EACH
GRANTOR JOINTLY AND SEVERALLY AGREES TO INDEMNIFY AND HOLD HARMLESS THE CANADIAN
AGENT AND THE OTHER 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 ABL COLLATERAL SUBJECT TO THE SECURITY INTEREST OR SHALL
GRANT ANY OTHER LIEN IN RESPECT OF SUCH ABL COLLATERAL, EXCEPT AS PERMITTED BY
THE CREDIT AGREEMENT. NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO BE MADE ANY
TRANSFER OF SUCH ABL
9
COLLATERAL AND EACH GRANTOR SHALL REMAIN AT ALL TIMES IN POSSESSION OF SUCH ABL
COLLATERAL OWNED BY IT, EXCEPT THAT UNLESS AND UNTIL THE CANADIAN 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 ABL COLLATERAL
(WHICH NOTICE MAY BE GIVEN BY TELEPHONE IF PROMPTLY CONFIRMED IN WRITING), THE
GRANTORS MAY USE AND DISPOSE OF SUCH ABL COLLATERAL IN ANY LAWFUL MANNER NOT
INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, THE CREDIT