RELATING TO THE THEN-EXISTING ACCOUNTS AND INVENTORY
AS AGENT OR COLLATERAL AGENT SHALL REASONABLY REQUEST, AND (V) FORMAL WRITTEN
ASSIGNMENTS OR SCHEDULES SPECIFICALLY DESCRIBING THE ACCOUNTS AND INVENTORY AND
CONFIRMING COLLATERAL AGENT'S LIEN THEREON.
10.11
VISITATION.
BORROWER AGREES TO PERMIT REPRESENTATIVES OF AGENT AND
COLLATERAL AGENT FROM TIME TO TIME TO VISIT AND INSPECT THE COLLATERAL, ALL
RECORDS RELATED THERETO, THE PREMISES UPON WHICH ANY OF THE COLLATERAL IS
LOCATED, AND ANY OF THE OTHER OFFICES AND PROPERTIES OF BORROWER; TO EXAMINE THE
ASSETS, BOOKS OF ACCOUNT, AND RECORDS OF BORROWER; TO DISCUSS THE AFFAIRS AND
FINANCES OF BORROWER WITH AND BE ADVISED AS TO THE SAME BY THE OFFICERS THEREOF;
AND
72
TO VERIFY THE AMOUNT, QUANTITY, VALUE AND CONDITION OF, OR ANY OTHER MATTER
RELATING TO, THE COLLATERAL, ALL AT SUCH REASONABLE TIMES AND INTERVALS AS AGENT
AND COLLATERAL AGENT MAY DESIRE.
10.12
USE OF TANGIBLE PROPERTY.
BORROWER COVENANTS AND AGREES (A) TO
COMPLY WITH ALL APPLICABLE LAWS GOVERNING THE USE OF ALL TANGIBLE PROPERTY
(EXCEPT WHERE A FAILURE TO SO COMPLY WITH SUCH LAWS WOULD CAUSE A MATERIAL
ADVERSE EFFECT), (B) TO MAINTAIN ALL TANGIBLE PROPERTY IN GOOD CONDITION AND
REPAIR (NORMAL WEAR AND TEAR EXCEPTED), (C) TO COMPLY WITH THE MATERIAL TERMS OF
ANY LEASE COVERING THE PREMISES WHEREIN ANY TANGIBLE PROPERTY IS LOCATED AND TO
COMPLY WITH ALL MATERIAL REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY CONCERNING
SUCH PREMISES OR THE CONDUCT OF BUSINESS THEREIN WHERE A FAILURE TO SO COMPLY
WITH SUCH LEASE TERMS OR LAWS WOULD CAUSE A MATERIAL ADVERSE EFFECT; AND (D) NOT
TO LEASE ANY OF THE TANGIBLE PROPERTY TO ANY PERSON OR PERMIT THE SAME TO BE
LEASED OR USED FOR HIRE OTHERWISE THAN PURSUANT TO ANY PERMITTED LIENS.
10.13
COLLATERAL EVIDENCED BY INSTRUMENTS OR DOCUMENTS.
BORROWER
COVENANTS AND AGREES THAT UPON BORROWER'S RECEIPT OF ANY COLLATERAL WHICH IS
EVIDENCED OR SECURED BY AN AGREEMENT, INSTRUMENT, DOCUMENT OR CHATTEL PAPER AND
UPON DEMAND OF AGENT OR COLLATERAL AGENT, BORROWER SHALL DELIVER THE ORIGINAL
THEREOF (OR EACH EXECUTED OR ORIGINAL COUNTERPART IF MORE THAN ONE) TO
COLLATERAL AGENT, TOGETHER WITH APPROPRIATE ENDORSEMENTS AND/OR ASSIGNMENTS IN
FORM AND SUBSTANCE ACCEPTABLE TO COLLATERAL AGENT.
10.14
MAINTAINING BANK ACCOUNTS.
BORROWER COVENANTS AND AGREES THAT UNTIL
THE TERMINATION OF COLLATERAL AGENT'S LIEN:
(A)
EXCEPT FOR BANK ACCOUNTS THAT HAVE AVERAGE MONTHLY COLLECTED
BALANCES OF LESS THAN $100,000.00 (IN THE AGGREGATE), BORROWER SHALL MAINTAIN
ALL OF ITS BANK ACCOUNTS (COLLECTIVELY, THE "BANK ACCOUNTS"), INCLUDING ANY
DEPOSIT ACCOUNTS AND DISBURSEMENT ACCOUNTS, ONLY WITH WACHOVIA
(THE "APPROVED
BANK ACCOUNTS"); PROVIDED HOWEVER, DURING THE PERIOD OF TIME THAT A TRANSITION
SERVICES AGREEMENT IS IN EFFECT, BORROWERS MAY MAINTAIN AND MAKE DEPOSITS TO AND
DISBURSEMENTS FROM THE BANK ACCOUNTS ESTABLISHED AND MAINTAINED THEREUNDER.
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT AND
THE DEMAND OF COLLATERAL AGENT, BORROWER SHALL MAINTAIN LOCKBOXES AND BLOCKED
DEPOSIT ACCOUNTS (EACH A "LOCKBOX ACCOUNT") ONLY WITH WACHOVIA AND WITH OTHER
BANKS (EACH A "LOCKBOX BANK") THAT HAVE ENTERED INTO LETTER OR OTHER AGREEMENTS