PREMISES UPON WHICH ANY OF THE COLLATERAL IS LOCATED IN EACH CASE DURING
BUSINESS HOURS. THE COLLATERAL AGENT SHALL HAVE THE ABSOLUTE RIGHT TO SHARE ANY
INFORMATION IT GAINS FROM SUCH INSPECTION OR VERIFICATION WITH ANY SECURED PARTY
(SUBJECT TO SECTION 9.16 OF THE CREDIT AGREEMENT).
SECTION 4.05.
TAXES; ENCUMBRANCES. AT ITS OPTION, THE COLLATERAL
AGENT MAY DISCHARGE PAST DUE TAXES, ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY
INTERESTS OR OTHER ENCUMBRANCES AT ANY TIME LEVIED OR PLACED ON THE COLLATERAL
EXCEPT TO THE EXTENT THE SAME CONSTITUTE PERMITTED LIENS, AND MAY PAY FOR THE
MAINTENANCE AND PRESERVATION OF THE COLLATERAL TO THE EXTENT ANY GRANTOR FAILS
TO DO SO AS REQUIRED BY THIS AGREEMENT (IN EACH CASE WITH REASONABLE PRIOR
WRITTEN NOTICE TO SUCH GRANTOR), AND EACH GRANTOR JOINTLY AND SEVERALLY AGREES
TO REIMBURSE THE COLLATERAL AGENT WITHIN 15 DAYS OF WRITTEN DEMAND FOR ANY
PAYMENT MADE OR ANY EXPENSE INCURRED BY THE COLLATERAL AGENT PURSUANT TO THE
FOREGOING AUTHORIZATION; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 4.05
SHALL BE INTERPRETED AS EXCUSING ANY GRANTOR FROM THE PERFORMANCE OF, OR
IMPOSING ANY OBLIGATION ON THE COLLATERAL AGENT OR ANY SECURED PARTY TO CURE OR
PERFORM, ANY COVENANTS OR OTHER PROMISES OF ANY GRANTOR WITH RESPECT TO TAXES,
ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES AND
MAINTENANCE AS SET FORTH HEREIN OR IN THE OTHER LOAN DOCUMENTS.
SECTION 4.06.
ASSIGNMENT OF SECURITY INTEREST. IF AT ANY TIME
ANY GRANTOR SHALL TAKE A SECURITY INTEREST IN ANY PROPERTY OF AN ACCOUNT DEBTOR
OR ANY OTHER PERSON TO SECURE PAYMENT AND PERFORMANCE OF AN ACCOUNT VALUED IN
EXCESS OF $500,000, SUCH GRANTOR SHALL PROMPTLY ASSIGN SUCH SECURITY INTEREST TO
THE COLLATERAL AGENT. SUCH ASSIGNMENT NEED NOT BE FILED OF PUBLIC RECORD UNLESS
NECESSARY TO CONTINUE THE PERFECTED STATUS OF THE SECURITY INTEREST AGAINST
CREDITORS OF AND TRANSFEREES FROM THE ACCOUNT DEBTOR OR OTHER PERSON GRANTING
THE SECURITY INTEREST.
SECTION 4.07.
CONTINUING OBLIGATIONS OF THE GRANTORS. EACH
GRANTOR SHALL REMAIN LIABLE TO OBSERVE AND PERFORM ALL THE CONDITIONS AND
OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT UNDER EACH CONTRACT, AGREEMENT OR
INSTRUMENT RELATING TO THE COLLATERAL, ALL IN ACCORDANCE WITH THE TERMS AND
CONDITIONS THEREOF, AND EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO INDEMNIFY
AND HOLD HARMLESS THE COLLATERAL AGENT AND THE SECURED PARTIES FROM AND AGAINST
ANY AND ALL LIABILITY FOR SUCH PERFORMANCE UNLESS FINALLY JUDICIALLY DETERMINED
TO HAVE ARISEN FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE
INDEMNIFIED PARTY.
SECTION 4.08.
USE AND DISPOSITION OF COLLATERAL. NONE OF THE
GRANTORS SHALL MAKE OR PERMIT TO BE MADE AN ASSIGNMENT FOR SECURITY, PLEDGE OR
HYPOTHECATION OF THE COLLATERAL OR SHALL GRANT ANY OTHER LIEN IN RESPECT OF THE
COLLATERAL OTHER THAN LIENS SECURING THE OBLIGATIONS AND PERMITTED LIENS.
SECTION 4.09.
LIMITATION ON MODIFICATION OF ACCOUNTS. NONE OF
THE GRANTORS WILL, WITHOUT THE COLLATERAL AGENT'S PRIOR WRITTEN CONSENT, GRANT
ANY EXTENSION OF THE TIME OF PAYMENT OF ANY OF THE ACCOUNTS RECEIVABLE,
COMPROMISE, COMPOUND OR SETTLE THE SAME FOR