ABSENCE OF AN EVENT OF DEFAULT, (I) TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS
FROM SUCH GRANTOR'S RECORDS AND BOOKS OF ACCOUNT, (II) TO VISIT AND INSPECT ITS
PROPERTIES, (III) TO VERIFY MATERIALS, LEASES, INSTRUMENTS, ACCOUNTS, INVENTORY
AND OTHER ASSETS OF SUCH GRANTOR FROM TIME TO TIME, (III) TO CONDUCT AUDITS,
PHYSICAL COUNTS, APPRAISALS AND/OR VALUATIONS, EXAMINATIONS AT THE LOCATIONS OF
SUCH GRANTOR.
EACH GRANTOR SHALL ALSO PERMIT THE SECURED PARTY, OR ANY AGENT OR
REPRESENTATIVES THEREOF OR SUCH PROFESSIONALS OR OTHER PERSONS AS THE SECURED
PARTY MAY DESIGNATE TO DISCUSS SUCH GRANTOR'S AFFAIRS, FINANCES AND ACCOUNTS
WITH ANY OF ITS DIRECTORS, OFFICERS, MANAGERIAL EMPLOYEES, INDEPENDENT
ACCOUNTANTS OR ANY OF ITS OTHER REPRESENTATIVES.
(M)
FUTURE SUBSIDIARIES.
IF ANY GRANTOR SHALL HEREAFTER CREATE OR
ACQUIRE ANY SUBSIDIARY, SIMULTANEOUSLY WITH THE CREATION OF ACQUISITION OF SUCH
SUBSIDIARY, SUCH GRANTOR SHALL CAUSE SUCH SUBSIDIARY TO BECOME A PARTY TO THIS
AGREEMENT AS AN ADDITIONAL "GRANTOR" HEREUNDER, AND TO DULY EXECUTE AND/OR
DELIVER SUCH OPINIONS OF COUNSEL AND OTHER DOCUMENTS, IN FORM AND SUBSTANCE
ACCEPTABLE TO THE SECURED PARTY, AS THE SECURED PARTY SHALL REASONABLY REQUEST
WITH RESPECT THERETO.
SECTION 6.
ADDITIONAL PROVISIONS CONCERNING THE COLLATERAL. AS OF THE EFFECTIVE
DATE:
(A)
EACH GRANTOR HEREBY (I) AUTHORIZES THE SECURED PARTY TO FILE ONE
OR MORE UNIFORM COMMERCIAL CODE FINANCING OR CONTINUATION STATEMENTS, AND
AMENDMENTS THERETO, RELATING TO THE COLLATERAL AND (II) RATIFIES SUCH
AUTHORIZATION TO THE EXTENT THAT THE SECURED PARTY HAS FILED ANY SUCH FINANCING
OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO, PRIOR TO THE DATE HEREOF.
A
PHOTOCOPY OR OTHER REPRODUCTION OF THIS AGREEMENT OR ANY FINANCING STATEMENT
COVERING THE COLLATERAL OR ANY PART THEREOF SHALL BE SUFFICIENT AS A FINANCING
STATEMENT WHERE PERMITTED BY LAW.
(B)
EACH GRANTOR HEREBY IRREVOCABLY APPOINTS THE SECURED PARTY AS ITS
ATTORNEY-IN-FACT AND PROXY, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF SUCH
GRANTOR AND IN THE NAME OF SUCH GRANTOR OR OTHERWISE, FROM TIME TO TIME IN THE
SECURED PARTY'S DISCRETION, SO LONG AS AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND IS CONTINUING, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH THE
SECURED PARTY MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS
AGREEMENT (SUBJECT TO THE RIGHTS OF SUCH GRANTOR UNDER SECTION 5 HEREOF),
INCLUDING, WITHOUT LIMITATION, (I) TO OBTAIN AND ADJUST INSURANCE REQUIRED TO BE
PAID TO THE SECURED PARTY PURSUANT TO SECTION 5(E) HEREOF, (II) TO ASK, DEMAND,
COLLECT, SUE FOR, RECOVER, COMPOUND, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS
FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN RESPECT OF ANY COLLATERAL, (III) TO
RECEIVE, ENDORSE, AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS, DOCUMENTS AND
CHATTEL PAPER IN CONNECTION WITH CLAUSE (I) OR (II) ABOVE, (IV) TO FILE ANY
CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS WHICH THE SECURED PARTY
MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF ANY COLLATERAL OR
OTHERWISE TO ENFORCE THE RIGHTS OF THE SECURED PARTY WITH RESPECT TO ANY
COLLATERAL, AND (V) TO EXECUTE ASSIGNMENTS, LICENSES