agreeing that it would not be feasible or practical for the
Collateral Agent to search for information on such changes if such information
is not provided by any Pledgor.
SECTION 11.2.
COLLATERAL AGENT MAY PERFORM;
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
IF ANY PLEDGOR SHALL FAIL TO
PERFORM ANY COVENANTS CONTAINED IN THIS AGREEMENT (INCLUDING SUCH PLEDGOR'S
COVENANTS TO (I) PAY THE PREMIUMS IN RESPECT OF ALL REQUIRED INSURANCE POLICIES
HEREUNDER, (II) PAY AND DISCHARGE ANY TAXES, ASSESSMENTS AND SPECIAL
ASSESSMENTS, LEVIES, FEES AND GOVERNMENTAL CHARGES IMPOSED UPON OR ASSESSED
AGAINST, AND LANDLORDS', CARRIERS', MECHANICS', WORKMEN'S, REPAIRMEN'S,
LABORERS', MATERIALMEN'S, SUPPLIERS' AND WAREHOUSEMEN'S LIENS AND OTHER CLAIMS
ARISING BY OPERATION OF LAW AGAINST, ALL OR ANY PORTION OF THE PLEDGED
COLLATERAL, (III) MAKE REPAIRS, (IV) DISCHARGE LIENS OR (V) PAY OR PERFORM ANY
OBLIGATIONS OF SUCH PLEDGOR UNDER ANY PLEDGED COLLATERAL) OR IF ANY
REPRESENTATION OR WARRANTY ON THE PART OF ANY PLEDGOR CONTAINED HEREIN SHALL BE
BREACHED, THE COLLATERAL AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) DO THE SAME
OR CAUSE IT TO BE DONE OR REMEDY ANY SUCH BREACH, AND MAY EXPEND FUNDS FOR SUCH
PURPOSE; PROVIDED, HOWEVER, THAT THE COLLATERAL AGENT SHALL IN NO EVENT BE BOUND
TO INQUIRE INTO THE VALIDITY OF ANY TAX, LIEN, IMPOSITION OR OTHER OBLIGATION
WHICH SUCH PLEDGOR FAILS TO PAY OR PERFORM AS AND WHEN REQUIRED HEREBY AND WHICH
SUCH PLEDGOR DOES NOT CONTEST IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT
AGREEMENT.
ANY AND ALL AMOUNTS SO EXPENDED BY THE COLLATERAL AGENT SHALL BE
PAID BY THE PLEDGORS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11.01 OF THE
CREDIT AGREEMENT.
NEITHER THE PROVISIONS OF THIS SECTION 11.2 NOR ANY ACTION
TAKEN BY THE COLLATERAL AGENT PURSUANT TO THE PROVISIONS OF THIS SECTION 11.2
SHALL PREVENT ANY SUCH FAILURE TO OBSERVE ANY COVENANT CONTAINED IN THIS
AGREEMENT NOR ANY BREACH OF REPRESENTATION OR WARRANTY FROM CONSTITUTING AN
EVENT OF DEFAULT.
EACH PLEDGOR HEREBY APPOINTS THE COLLATERAL AGENT ITS
ATTORNEY-IN-FACT, WITH FULL POWER AND AUTHORITY IN THE PLACE AND STEAD OF SUCH
PLEDGOR AND IN THE NAME OF SUCH PLEDGOR, OR OTHERWISE, FROM TIME TO TIME IN THE
COLLATERAL AGENT'S DISCRETION AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT CONSISTENT
WITH THE TERMS OF THE CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER SECURITY
DOCUMENTS WHICH THE COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES HEREOF (BUT THE COLLATERAL AGENT SHALL NOT BE OBLIGATED
TO AND SHALL HAVE NO LIABILITY TO SUCH PLEDGOR OR ANY THIRD PARTY FOR FAILURE TO
SO DO OR TAKE ACTION).
THE FOREGOING GRANT OF AUTHORITY IS A POWER OF ATTORNEY
COUPLED WITH AN INTEREST AND SUCH APPOINTMENT SHALL BE IRREVOCABLE FOR THE TERM
HEREOF.
EACH PLEDGOR HEREBY RATIFIES ALL THAT SUCH ATTORNEY SHALL LAWFULLY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
SECTION 11.3.
CONTINUING SECURITY INTEREST;
ASSIGNMENT.
THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE
PLEDGED COLLATERAL AND SHALL (I)