LIEN, EXPENDITURES MADE IN DEFENDING AGAINST ANY ADVERSE CLAIM
AND ALL OTHER EXPENDITURES THAT THE COLLATERAL AGENT MAY MAKE FOR THE PROTECTION
OF THE SECURITY HEREOF OR THAT MAY BE COMPELLED TO MAKE BY OPERATION OF LAW.
ALL SUCH SUMS AND AMOUNTS SO EXPENDED SHALL BE REPAYABLE BY THE GRANTORS ON A
JOINT AND SEVERAL BASIS (SUBJECT TO SECTION 25 HEREOF) PROMPTLY UPON TIMELY
NOTICE THEREOF AND DEMAND THEREFOR, SHALL CONSTITUTE ADDITIONAL OBLIGATIONS AND
SHALL BEAR INTEREST FROM THE DATE SAID AMOUNTS ARE EXPENDED AT THE DEFAULT RATE
FOR REVOLVING LOANS THAT ARE BASE RATE LOANS.
NO SUCH PERFORMANCE OF ANY
COVENANT OR AGREEMENT BY THE COLLATERAL AGENT ON BEHALF OF ANY GRANTOR, AND NO
SUCH ADVANCE OR EXPENDITURE THEREFOR, SHALL RELIEVE THE GRANTORS OF ANY DEFAULT
UNDER THE TERMS OF THIS SECURITY AGREEMENT OR THE OTHER CREDIT DOCUMENTS.
THE
COLLATERAL AGENT MAY MAKE ANY PAYMENT HEREBY AUTHORIZED IN ACCORDANCE WITH ANY
BILL, STATEMENT OR ESTIMATE PROCURED FROM THE APPROPRIATE PUBLIC OFFICE OR
HOLDER OF THE CLAIM TO BE DISCHARGED WITHOUT INQUIRY INTO THE ACCURACY OF SUCH
BILL, STATEMENT OR ESTIMATE OR INTO THE VALIDITY OF ANY TAX ASSESSMENT, SALE,
FORFEITURE, TAX LIEN, TITLE OR CLAIM EXCEPT TO THE EXTENT SUCH PAYMENT IS BEING
CONTESTED IN GOOD FAITH BY A GRANTOR IN APPROPRIATE PROCEEDINGS AND AGAINST
WHICH ADEQUATE RESERVES ARE BEING MAINTAINED IN ACCORDANCE WITH GAAP.
7.
REMEDIES.
(A)
GENERAL REMEDIES.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND
DURING THE CONTINUATION THEREOF, THE COLLATERAL AGENT SHALL HAVE, IN ADDITION TO
THE RIGHTS AND REMEDIES PROVIDED HEREIN, IN THE CREDIT DOCUMENTS, OR BY LAW
(INCLUDING LEVY OF ATTACHMENT AND GARNISHMENT), THE RIGHTS AND REMEDIES OF A
SECURED PARTY UNDER THE UCC OF THE JURISDICTION APPLICABLE TO THE AFFECTED
COLLATERAL AND, FURTHER, THE COLLATERAL AGENT MAY, WITH OR WITHOUT JUDICIAL
PROCESS OR THE AID AND ASSISTANCE OF OTHERS, (I) ENTER ON ANY PREMISES ON WHICH
ANY OF THE COLLATERAL MAY BE LOCATED AND, WITHOUT RESISTANCE OR INTERFERENCE BY
THE GRANTORS, TAKE POSSESSION OF THE COLLATERAL, (II)
DISPOSE OF ANY COLLATERAL
ON ANY SUCH PREMISES, (III) REQUIRE THE GRANTORS TO ASSEMBLE AND MAKE AVAILABLE
TO THE COLLATERAL AGENT AT THE EXPENSE OF THE GRANTORS ANY COLLATERAL AT ANY
PLACE AND TIME DESIGNATED BY THE COLLATERAL AGENT THAT IS REASONABLY CONVENIENT
10
TO BOTH PARTIES, (IV) REMOVE ANY COLLATERAL FROM ANY SUCH PREMISES FOR THE
PURPOSE OF EFFECTING SALE OR OTHER DISPOSITION THEREOF, AND/OR (V) WITHOUT
DEMAND AND WITHOUT ADVERTISEMENT, NOTICE, HEARING OR PROCESS OF LAW, ALL OF
WHICH EACH OF THE GRANTORS HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW,
AT ANY PLACE AND TIME OR TIMES, SELL AND DELIVER ANY OR ALL COLLATERAL HELD BY
OR FOR IT AT PUBLIC OR PRIVATE SALE, BY ONE OR MORE CONTRACTS, IN ONE OR MORE
PARCELS, FOR CASH, UPON CREDIT OR OTHERWISE, AT SUCH PRICES AND UPON SUCH TERMS
AS THE COLLATERAL AGENT DEEMS ADVISABLE, IN ITS SOLE DISCRETION (SUBJECT TO ANY
AND ALL MANDATORY LEGAL REQUIREMENTS).
EACH OF THE GRANTORS