IN SUCH FORM AND WITH SUCH DETAIL AS BOFA MAY
REASONABLY REQUEST, OF EACH OF THE COLLATERAL INSTRUMENTS IN THE POSSESSION OF
EITHER OF THE CUSTODIANS.
(B)
BOFA AND ITS REPRESENTATIVES SHALL AT ALL TIMES HAVE FREE ACCESS
TO ALL OF EACH COMPANY'S PREMISES AND RIGHT OF INSPECTION OF THE COLLATERAL
INSTRUMENTS AND HAVE FULL ACCESS TO AND THE RIGHT TO EXAMINE AND MAKE COPIES OF
ANY OF THE COLLATERAL INSTRUMENTS DURING NORMAL BUSINESS HOURS AND AFTER
REASONABLE PRIOR NOTICE TO THE CUSTODIANS, OR AT ANY TIME AND WITHOUT NOTICE TO
THE CUSTODIANS IF AN EVENT OF DEFAULT (AS DEFINED IN THE BOFA AGREEMENTS)
EXISTS, AND MAY, WITHOUT COST OR EXPENSE TO BOFA OR ITS REPRESENTATIVES, USE
SUCH OF EACH COMPANY'S PERSONNEL, COMPUTER EQUIPMENT AND SPACE AT ITS PLACE OF
BUSINESS AS MAY BE REASONABLY NECESSARY IN CONNECTION WITH SUCH RIGHT OF
INSPECTION.
EACH COMPANY SHALL ASSIST AND COOPERATE WITH BOFA TO PROVIDE SUCH
PERSONNEL, COMPUTER EQUIPMENT AND SPACE IN A MANNER SO AS TO AVOID UNNECESSARY
INTERFERENCE WITH THE BUSINESS OF SUCH COMPANY.
(C)
THE CUSTODIANS SHALL KEEP AND MAINTAIN COMPLETE RECORDS OF THE
COLLATERAL INSTRUMENTS IN REASONABLE DETAIL AND IN SUCH MANNER AS BOFA MAY
REASONABLY SPECIFY.
9
(d)
The records of the Custodians do not reflect and the Custodians
have not received any notice of any other assignment, pledge, security interest,
claim or encumbrance with respect to the Collateral Instruments, except those of
BofA referred to herein. The Custodians shall not take any action to encumber or
transfer any interest in any of the Collateral Instruments, except to the extent
of returning any Collateral Instruments to the Companies as permitted under
Section 3.2 hereof.
3.6
WAIVER OF SETOFF.
THE CUSTODIANS DO NOT HAVE AND SHALL NOT ASSERT
ANY LIEN, RIGHT OF OFFSET, CLAIM, DEDUCTION, COUNTERCLAIM, SECURITY OR OTHER
INTEREST AGAINST ANY OF THE COLLATERAL INSTRUMENTS AT ANY TIME HELD BY EITHER OR
BOTH OF THEM AND EACH OF CUSTODIANS HEREBY WAIVES ALL RIGHTS TO INTERPOSE ANY
SUCH LIEN, RIGHT OF OFFSET, CLAIM, DEDUCTION, COUNTERCLAIM, SECURITY OR OTHER
INTEREST AGAINST ANY OF THE COLLATERAL INSTRUMENTS.
3.7
COMPENSATION.
ANY COMPENSATION OF THE CUSTODIANS HEREUNDER SHALL
BE PAYABLE BY THE COMPANIES AND FAILURE BY ANY COMPANY TO MAKE SUCH PAYMENT
SHALL NOT DISCHARGE THE CUSTODIANS FROM ANY OF HIS OR HER OBLIGATIONS HEREUNDER.
4.
MISCELLANEOUS
4.1
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL INURE TO
THE BENEFIT OF BOFA AND ITS RESPECTIVE SUCCESSORS, PARTICIPANTS AND ASSIGNS.
4.2
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS TO OR UPON THE
RESPECTIVE PARTIES HERETO SHALL BE IN WRITING AND SHALL BE DEEMED DULY GIVEN,
MADE OR RECEIVED:
IF IN PERSON, IMMEDIATELY UPON DELIVERY; IF BY TELEX,
TELEGRAM OR FACSIMILE TRANSMISSION, IMMEDIATELY UPON SENDING AND UPON
CONFIRMATION OF RECEIPT; IF BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE
WITH INSTRUCTIONS TO DELIVER THE NEXT BUSINESS DAY, ONE (1) BUSINESS DAY AFTER
SENDING; AND IF MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, FIVE
(5) DAYS