AGREEMENT OR ANY
OTHER LOAN DOCUMENT.
(I)
NONE OF THE GRANTORS WILL, WITHOUT THE CANADIAN AGENT'S PRIOR WRITTEN
CONSENT, GRANT ANY EXTENSION OF THE TIME OF PAYMENT OF ANY ACCOUNTS INCLUDED IN
THE ABL 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 AND CONSISTENT WITH ITS CURRENT
PRACTICES AND IN ACCORDANCE WITH SUCH PRUDENT AND STANDARD PRACTICE USED IN
INDUSTRIES THAT ARE THE SAME AS OR SIMILAR TO THOSE IN WHICH SUCH GRANTOR IS
ENGAGED.
(J)
THE GRANTORS, AT THEIR OWN EXPENSE, SHALL MAINTAIN OR CAUSE TO BE
MAINTAINED INSURANCE COVERING PHYSICAL LOSS OR DAMAGE TO THE INVENTORY SUBJECT
TO THE SECURITY INTEREST IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH IN
SECTION 5.07 OF THE CREDIT AGREEMENT. EACH GRANTOR IRREVOCABLY MAKES,
CONSTITUTES AND APPOINTS THE CANADIAN AGENT (AND ALL OFFICERS, EMPLOYEES OR
AGENTS DESIGNATED BY THE CANADIAN AGENT) AS SUCH GRANTOR'S TRUE AND LAWFUL AGENT
(AND ATTORNEY-IN-FACT) FOR THE PURPOSE, DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, OF MAKING, SETTLING AND ADJUSTING CLAIMS IN RESPECT OF ABL COLLATERAL
SUBJECT TO THE SECURITY INTEREST 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. IN THE EVENT THAT ANY GRANTOR AT ANY TIME OR
TIMES SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE POLICIES OF INSURANCE REQUIRED
HEREBY OR TO PAY ANY PREMIUM IN WHOLE OR PART RELATING THERETO, THE CANADIAN
AGENT MAY, WITHOUT WAIVING OR RELEASING ANY OBLIGATION OR LIABILITY OF THE
GRANTORS HEREUNDER OR ANY EVENT OF DEFAULT, IN ITS SOLE DISCRETION, OBTAIN AND
MAINTAIN SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUM AND TAKE ANY OTHER
ACTIONS WITH RESPECT THERETO AS THE CANADIAN AGENT DEEMS ADVISABLE. ALL SUMS
DISBURSED BY THE CANADIAN AGENT IN CONNECTION WITH THIS PARAGRAPH, INCLUDING
REASONABLE ATTORNEYS' FEES, COURT COSTS, EXPENSES AND OTHER CHARGES RELATING
THERETO, SHALL BE PAYABLE, UPON DEMAND, BY THE GRANTORS TO THE CANADIAN AGENT
AND SHALL BE ADDITIONAL CANADIAN OBLIGATIONS SECURED HEREBY.
(K)
EACH GRANTOR SHALL MAINTAIN, IN FORM AND MANNER REASONABLY SATISFACTORY TO
THE CANADIAN AGENT, RECORDS OF ITS CHATTEL PAPER AND ITS BOOKS, RECORDS AND
DOCUMENTS EVIDENCING OR PERTAINING THERETO.
SECTION 3.04.
OTHER ACTIONS.
IN ORDER TO FURTHER ENSURE THE ATTACHMENT,
PERFECTION AND PRIORITY OF, AND THE ABILITY OF THE CANADIAN AGENT TO ENFORCE,
THE SECURITY INTEREST, EACH GRANTOR AGREES, IN EACH CASE AT SUCH GRANTOR'S OWN
EXPENSE, TO TAKE THE FOLLOWING ACTIONS WITH RESPECT TO THE FOLLOWING ABL
COLLATERAL OWNED BY IT AND SUBJECT TO THE SECURITY INTEREST:
10
(A)
INSTRUMENTS. IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE ANY
INSTRUMENTS SUBJECT TO THE SECURITY INTEREST, SUCH GRANTOR SHALL FORTHWITH
ENDORSE,