BE MADE ANY TRANSFER OF
THE ARTICLE 9 COLLATERAL EXCEPT THAT UNLESS AND UNTIL THE ADMINISTRATIVE 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 DISPOSE OF THE ARTICLE 9
COLLATERAL IN
20
ANY LAWFUL MANNER NOT INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(I)
NONE OF THE GRANTORS WILL, WITHOUT THE ADMINISTRATIVE AGENT'S PRIOR WRITTEN
CONSENT, GRANT ANY EXTENSION OF THE TIME OF PAYMENT OF ANY ACCOUNTS INCLUDED IN
THE ARTICLE 9 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.
(J)
THE GRANTORS, AT THEIR OWN EXPENSE, SHALL MAINTAIN OR CAUSE TO BE
MAINTAINED INSURANCE COVERING PHYSICAL LOSS OR DAMAGE TO THE INVENTORY AND
EQUIPMENT IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH IN SECTION 5.02 OF THE
CREDIT AGREEMENT.
EACH GRANTOR IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE
ADMINISTRATIVE AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY THE
ADMINISTRATIVE 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 ARTICLE 9
COLLATERAL 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 ADMINISTRATIVE AGENT MAY,
WITHOUT WAIVING OR RELEASING ANY OBLIGATION OR LIABILITY OF THE GRANTORS
HEREUNDER OR ANY EVENT OF DEFAULT, IN ITS SOLE DISCRETION, UPON NOTICE TO THE
BORROWER OBTAIN AND MAINTAIN SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUM AND
TAKE ANY OTHER ACTIONS WITH RESPECT THERETO AS THE ADMINISTRATIVE AGENT DEEMS
ADVISABLE.
ALL SUMS DISBURSED BY THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT AND SHALL BE ADDITIONAL OBLIGATIONS SECURED HEREBY.
(K)
EACH GRANTOR SHALL MAINTAIN, IN FORM AND MANNER REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT, RECORDS OF ITS CHATTEL PAPER AND ITS BOOKS, RECORDS
AND DOCUMENTS EVIDENCING OR PERTAINING THERETO.
(L)
EACH GRANTOR WILL KEEP AND MAINTAIN AT ITS OWN COST AND EXPENSE ACCURATE
RECORDS OF ITS ACCOUNTS AND CONTRACTS, INCLUDING, BUT NOT LIMITED TO, ORIGINALS
OR COPIES OF ALL MATERIAL DOCUMENTATION (INCLUDING EACH CONTRACT) WITH