DISPOSE OF THE ARTICLE 9 COLLATERAL IN 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 SECURITY 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
22
IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH IN SECTION 9.02 OF THE CREDIT
AGREEMENT.
EACH GRANTOR IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE
SECURITY AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY THE SECURITY
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 SECURITY 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 HOLDINGS OBTAIN AND MAINTAIN SUCH POLICIES
OF INSURANCE AND PAY SUCH PREMIUM AND TAKE ANY OTHER ACTIONS WITH RESPECT
THERETO AS THE SECURITY AGENT DEEMS ADVISABLE.
ALL SUMS DISBURSED BY THE
SECURITY 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 SECURITY AGENT AND SHALL BE
ADDITIONAL U.S. SECURED OBLIGATIONS SECURED HEREBY.
(K)
EACH GRANTOR SHALL MAINTAIN, IN FORM AND MANNER REASONABLY SATISFACTORY TO
THE SECURITY 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 RESPECT
THERETO, MATERIAL RECORDS OF ALL PAYMENTS RECEIVED, ALL CREDITS GRANTED THEREON,
ALL MERCHANDISE RETURNED AND ALL OTHER DEALINGS THEREWITH, AND SUCH GRANTOR WILL
MAKE THE SAME AVAILABLE, IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS RELATING TO INSPECTIONS SET FORTH IN THE CREDIT AGREEMENT TO THE
SECURITY AGENT FOR INSPECTION AT SUCH GRANTOR'S OWN COST AND EXPENSE.
UPON