ARTICLE 9
COLLATERAL IS LOCATED, TO DISCUSS THE GRANTORS' AFFAIRS WITH THE OFFICERS OF THE
GRANTORS AND THEIR INDEPENDENT ACCOUNTANTS, AND (II) TO VERIFY UNDER REASONABLE
PROCEDURES, IN ACCORDANCE WITH SECTION 5.03 OF THE CREDIT AGREEMENT, THE
VALIDITY, AMOUNT, QUALITY, QUANTITY, VALUE, CONDITION AND STATUS OF, OR ANY
OTHER MATTER RELATING TO, THE ARTICLE 9 COLLATERAL, INCLUDING, SO LONG AS AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, IN THE CASE OF ACCOUNTS OR
ARTICLE 9 COLLATERAL IN THE POSSESSION OF ANY THIRD PERSON, BY CONTACTING
ACCOUNT DEBTORS OR THE THIRD PERSON POSSESSING SUCH ARTICLE 9 COLLATERAL FOR THE
PURPOSE OF MAKING SUCH A VERIFICATION; PROVIDED, THAT THE BORROWER MAY RESTRICT
THE ACCESS OF SUCH REPRESENTATIVES TO (X) MATERIALS PROTECTED BY THE
ATTORNEY-CLIENT PRIVILEGE WHERE, IN THE JUDGMENT OF THE BORROWER, SUCH ACCESS
MIGHT ENDANGER SUCH PRIVILEGE, (Y) MATERIALS WHICH THE BORROWER OR ANY
SUBSIDIARY MAY NOT DISCLOSE WITHOUT VIOLATION OF CONFIDENTIALITY OBLIGATIONS
BINDING ON IT AND (Z) TRADE SECRETS AND SIMILAR PROPRIETARY INFORMATION.
SUBJECT TO SECTION 9.12 OF THE CREDIT AGREEMENT, THE COLLATERAL AGENT SHALL HAVE
THE ABSOLUTE RIGHT TO SHARE ANY INFORMATION IT GAINS FROM SUCH INSPECTION OR
VERIFICATION WITH ANY SECURED PARTY.
(F)
AT ITS OPTION, THE COLLATERAL AGENT MAY (AFTER WRITTEN NOTICE TO THE
BORROWER WITH REASONABLE OPPORTUNITY TO CURE) DISCHARGE PAST DUE TAXES,
ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES AT
ANY TIME LEVIED OR PLACED ON THE ARTICLE 9 COLLATERAL AND NOT PERMITTED PURSUANT
TO SECTION 6.02 OF THE CREDIT AGREEMENT, AND MAY PAY FOR THE MAINTENANCE AND
PRESERVATION OF THE ARTICLE 9 COLLATERAL TO THE EXTENT ANY GRANTOR FAILS TO DO
SO AS REQUIRED BY THE CREDIT AGREEMENT OR THIS AGREEMENT, AND EACH GRANTOR
JOINTLY AND SEVERALLY AGREES TO REIMBURSE THE COLLATERAL AGENT ON DEMAND FOR ANY
PAYMENT MADE OR ANY REASONABLE EXPENSE INCURRED BY THE COLLATERAL AGENT PURSUANT
TO THE FOREGOING AUTHORIZATION; PROVIDED, HOWEVER, THAT NOTHING IN THIS
PARAGRAPH 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.
(G)
IF AT ANY TIME ANY GRANTOR SHALL TAKE ONE OR MORE SECURITY INTERESTS IN ANY
PROPERTY OF AN ACCOUNT DEBTOR OR ANY OTHER PERSON TO SECURE PAYMENT AND
PERFORMANCE OF AN ACCOUNT OR ACCOUNTS IN AN INDIVIDUAL OUTSTANDING AMOUNT
EXCEEDING $500,000 THAT CONSTITUTE ARTICLE 9 COLLATERAL, SUCH GRANTOR SHALL
PROMPTLY ASSIGN SUCH
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SECURITY INTERESTS 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.
(H)
EACH GRANTOR SHALL REMAIN LIABLE TO OBSERVE AND PERFORM ALL THE CONDITIONS
AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT UNDER