IMPOSING ANY
OBLIGATION ON THE COLLATERAL AGENT OR THE SECURED PARTY TO CURE OR PERFORM, ANY
COVENANTS OR OTHER PROMISES OF THE 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.
(F)
AS BETWEEN THE GRANTOR, THE COLLATERAL AGENT AND THE SECURED PARTY, THE
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 THE GRANTOR AGREES TO INDEMNIFY AND HOLD
HARMLESS THE COLLATERAL AGENT AND THE SECURED PARTY FROM AND AGAINST ANY AND ALL
LIABILITY FOR SUCH PERFORMANCE.
(G) THE GRANTOR SHALL NOT MAKE OR PERMIT TO BE MADE AN ASSIGNMENT, PLEDGE OR
HYPOTHECATION OF THE ARTICLE 9 COLLATERAL NOR SHALL IT GRANT ANY OTHER LIEN IN
RESPECT OF THE ARTICLE 9 COLLATERAL, EXCEPT AS EXPRESSLY PERMITTED BY
SECTION 6.05 OF THE CREDIT AGREEMENT.
THE GRANTOR SHALL NEITHER MAKE NOR PERMIT
TO BE MADE ANY TRANSFER OF THE ARTICLE 9 COLLATERAL, EXCEPT AS EXPRESSLY
PERMITTED BY SECTIONS 6.07, 6.08, 6.10 AND 9.14 OF THE CREDIT AGREEMENT.
(H) THE GRANTOR, AT ITS 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 5.07 OF THE CREDIT
AGREEMENT.
THE GRANTOR IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE
COLLATERAL AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY THE
COLLATERAL AGENT) AS THE GRANTOR'S TRUE AND LAWFUL AGENT (AND ATTORNEY-IN-FACT)
FOR THE PURPOSE, UPON THE OCCURRENCE AND 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 THE 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 THE GRANTOR AT ANY TIME OR TIMES SHALL FAIL
TO OBTAIN OR MAINTAIN ANY OF THE POLICIES OF INSURANCE REQUIRED HEREBY OR UNDER
THE CREDIT AGREEMENT OR TO PAY ANY PREMIUM IN WHOLE OR PART RELATING THERETO,
THE COLLATERAL AGENT MAY, WITHOUT WAIVING OR RELEASING ANY OBLIGATION OR
LIABILITY OF THE GRANTOR 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 COLLATERAL AGENT DEEMS
ADVISABLE.
ALL SUMS DISBURSED BY THE COLLATERAL AGENT IN CONNECTION WITH THIS
PARAGRAPH, INCLUDING ATTORNEYS' FEES, COURT COSTS, EXPENSES AND OTHER CHARGES
RELATING THERETO, SHALL
8
BE PAYABLE, UPON DEMAND, BY THE GRANTOR TO THE COLLATERAL AGENT AND SHALL BE
ADDITIONAL OBLIGATIONS SECURED HEREBY.
(I)
EACH YEAR, AT THE TIME OF DELIVERY OF THE CERTIFICATE PURSUANT TO PARAGRAPH
(C) OF SECTION 5.01 OF THE CREDIT AGREEMENT, THE GRANTOR SHALL