AGENT ALL DOCUMENTS, INCLUDING, WITHOUT LIMITATION, REPAYMENT HISTORIES AND
PRESENT STATUS REPORTS, RELATING TO ITS ACCOUNTS SO SCHEDULED AND SUCH OTHER
MATTERS AND INFORMATION RELATING TO THE STATUS OF ITS THEN EXISTING ACCOUNTS AS
THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
(II)
IN THE EVENT ANY AMOUNTS DUE AND OWING IN EXCESS OF $250,000 IN
THE AGGREGATE ARE IN DISPUTE BETWEEN ANY ACCOUNT DEBTOR AND ANY GRANTOR, SUCH
GRANTOR SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH WRITTEN NOTICE THEREOF
PROMPTLY AFTER SUCH GRANTOR'S LEARNING THEREOF EXPLAINING IN DETAIL THE REASON
FOR THE DISPUTE, ALL CLAIMS RELATED THERETO AND THE AMOUNT IN CONTROVERSY.
(III)
EACH GRANTOR SHALL MAINTAIN ITEMIZED RECORDS, ACCURATE IN ALL
MATERIAL RESPECTS, ITEMIZING AND DESCRIBING
THE KIND, TYPE, QUALITY, QUANTITY,
LOCATION AND BOOK VALUE OF ITS INVENTORY AND EQUIPMENT AND SHALL, UPON
REASONABLE REQUEST BY THE ADMINISTRATIVE AGENT, FURNISH THE ADMINISTRATIVE AGENT
WITH A CURRENT SCHEDULE CONTAINING THE FOREGOING INFORMATION.
(IV)
EACH GRANTOR WILL PROMPTLY UPON, BUT IN NO EVENT LATER THAN TWENTY
(20) BUSINESS DAYS AFTER:
(A)
Such Grantor's learning thereof, inform the Administrative Agent, in
writing, of any material delay in such Grantor's performance of any of its
obligations to any Account Debtor and of any assertion of any claims, offsets or
counterclaims by any Account Debtor and of any allowances, credits or other
monies granted by such Grantor to any Account Debtor, in each case involving
amounts in excess of $250,000 in the aggregate for all Accounts of such Account
Debtor; and
14
(B)
Such Grantor's receipt or learning thereof, furnish to and inform the
Administrative Agent of all material adverse information relating to the
financial condition of any Account Debtor with respect to Accounts exceeding
$250,000 in the aggregate; and
(V)
SUCH GRANTOR WILL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT IN
WRITING IF ANY ACCOUNT, THE FACE VALUE OF WHICH EXCEEDS $250,000, ARISES OUT OF
A CONTRACT WITH THE UNITED STATES OF AMERICA, OR ANY DEPARTMENT, AGENCY,
SUBDIVISION OR INSTRUMENTALITY THEREOF, OR OF ANY STATE (OR DEPARTMENT, AGENCY,
SUBDIVISION OR INSTRUMENTALITY THEREOF) WHERE SUCH STATE HAS A STATE ASSIGNMENT
OF CLAIMS ACT OR OTHER LAW COMPARABLE TO THE FEDERAL ASSIGNMENT OF CLAIMS ACT,
AND WILL TAKE ANY ACTION REQUIRED OR REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO GIVE NOTICE OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN SUCH
ACCOUNTS UNDER THE PROVISIONS OF THE FEDERAL ASSIGNMENT OF CLAIMS ACT OR ANY
COMPARABLE LAW OR ACT ENACTED BY ANY STATE OR LOCAL GOVERNMENTAL AUTHORITY; AND
(VI)
SUCH GRANTOR AT ITS EXPENSE WILL CAUSE INDEPENDENT PUBLIC
ACCOUNTANTS FROM KPMG OR ANY NATIONALLY RECOGNIZED FIRM OR REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT TO PREPARE AND DELIVER TO THE
ADMINISTRATIVE AGENT AT ANY TIME AND FROM TIME TO TIME PROMPTLY UPON THE
ADMINISTRATIVE AGENT'S REQUEST MADE WHEN ANY EVENT OF DEFAULT EXISTS, THE
FOLLOWING REPORTS: (A) A RECONCILIATION OF ALL OF ITS ACCOUNTS, (B) AN AGING OF
ALL OF ITS ACCOUNTS, (C) TRIAL BALANCES, AND (D) A TEST VERIFICATION OF SUCH
ACCOUNTS.
(c)
Further Identification of Collateral.
Each Grantor will if