CHARGES AND FEES WITH RESPECT THERETO; (C) CHARGES, FEES OR EXPENSES
CHARGED BY ANY BANK OR ISSUER IN CONNECTION WITH THE LETTER OF CREDIT
ACCOMMODATIONS; (D) OUT-OF-POCKET COSTS AND EXPENSES OF PRESERVING AND
PROTECTING THE COLLATERAL; (E) COSTS AND EXPENSES PAID OR INCURRED IN CONNECTION
WITH OBTAINING PAYMENT OF THE OBLIGATIONS, ENFORCING THE SECURITY INTERESTS AND
LIENS OF AGENT, SELLING OR OTHERWISE REALIZING UPON THE COLLATERAL, AND
OTHERWISE ENFORCING THE PROVISIONS OF THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS OR DEFENDING ANY CLAIMS MADE OR THREATENED AGAINST AGENT OR ANY
LENDER ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
(INCLUDING PREPARATIONS FOR AND CONSULTATIONS CONCERNING ANY SUCH MATTERS);
(F) ALL REASONABLE OUT-OF-POCKET EXPENSES AND COSTS HERETOFORE AND FROM TIME TO
TIME HEREAFTER INCURRED BY AGENT DURING THE COURSE OF PERIODIC FIELD
EXAMINATIONS OF THE COLLATERAL AND SUCH BORROWER'S OPERATIONS (IT BEING
UNDERSTOOD THAT UNLESS AN EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE
CONTINUING, ONLY TWO (2) SUCH FIELD EXAMINATIONS SHALL BE CONDUCTED AT THE
EXPENSE OF SUCH BORROWER IN ANY CALENDAR YEAR), PLUS A PER DIEM CHARGE AT
AGENT'S THEN STANDARD RATE FOR AGENT'S EXAMINERS IN THE FIELD AND OFFICE (WHICH
RATE AS OF THE DATE HEREOF IS $1,000 PER PERSON PER DAY); AND (G) THE REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL (INCLUDING LEGAL ASSISTANTS) TO AGENT IN
CONNECTION WITH ANY OF THE FOREGOING.
9.22
FURTHER ASSURANCES.
UPON THE REASONABLE REQUEST
OF AGENT AT ANY TIME AND FROM TIME TO TIME, BORROWERS SHALL PROMPTLY, AT THEIR
EXPENSE, DULY EXECUTE AND DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED,
SUCH FURTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AND DO OR CAUSE TO BE DONE
SUCH FURTHER ACTS AS MAY BE NECESSARY OR PROPER TO EVIDENCE, PERFECT, MAINTAIN
AND ENFORCE THE SECURITY INTERESTS AND THE PRIORITY THEREOF IN THE COLLATERAL
AND TO OTHERWISE EFFECTUATE THE PROVISIONS OR PURPOSES OF THIS AGREEMENT OR ANY
OF THE OTHER FINANCING AGREEMENTS.
97
SECTION 10.
EVENTS OF DEFAULT AND REMEDIES
10.1
EVENTS OF DEFAULT.
THE OCCURRENCE OR EXISTENCE
OF ANY ONE OR MORE OF THE FOLLOWING EVENTS ARE REFERRED TO HEREIN INDIVIDUALLY
AS AN "EVENT OF DEFAULT", AND COLLECTIVELY AS "EVENTS OF DEFAULT":
(A)
(I) ANY BORROWER FAILS TO PAY ANY OBLIGATIONS WHEN DUE
AND SUCH FAILURE SHALL CONTINUE FOR THREE (3) BUSINESS DAYS OR (II) BORROWER
FAILS TO PERFORM ANY OF THE COVENANTS CONTAINED IN SECTIONS 9.3, 9.4, 9.13,
9.14, 9.15, 9.16 AND 9.19 OF THIS AGREEMENT OR PROVISIONS OF THE OTHER FINANCING
AGREEMENTS COVERING THE SAME MATTERS AND SUCH FAILURE SHALL CONTINUE FOR TEN
(10) BUSINESS DAYS; PROVIDED, THAT, SUCH TEN (10) BUSINESS DAY PERIOD SHALL NOT
APPLY IN THE CASE OF ANY FAILURE TO OBSERVE ANY SUCH COVENANT WHICH IS NOT
CAPABLE OF BEING CURED AT ALL OR (III) ANY BORROWER FAILS TO PERFORM ANY OF THE
TERMS, COVENANTS, CONDITIONS OR PROVISIONS CONTAINED IN THIS AGREEMENT OR ANY OF
THE OTHER FINANCING AGREEMENTS OTHER THAN THOSE DESCRIBED IN SECTIONS
10.1(A)(I) AND 10.1(A)(II) ABOVE;
(B)
ANY REPRESENTATION, WARRANTY OR STATEMENT