IN FORM AND DETAIL REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT SHOWING THE IDENTITY, AMOUNT AND LOCATION
OF ANY AND ALL COLLATERAL.
SECTION 4.02.
PROTECTION OF SECURITY.
EACH GRANTOR SHALL, AT ITS OWN COST
AND EXPENSE, TAKE ANY AND ALL ACTIONS NECESSARY TO DEFEND TITLE TO THE
COLLATERAL AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST OF THE
COLLATERAL AGENT IN THE COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY LIEN NOT
EXPRESSLY PERMITTED PURSUANT TO SECTION 6.03 OF THE CREDIT AGREEMENT.
SECTION 4.03.
FURTHER ASSURANCES.
EACH GRANTOR AGREES, AT ITS OWN EXPENSE,
TO EXECUTE, ACKNOWLEDGE, DELIVER AND CAUSE TO BE DULY FILED ALL SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE ALL SUCH ACTIONS AS THE COLLATERAL AGENT, IN
ACCORDANCE WITH, AND TO THE EXTENT CONSISTENT WITH, THE TERMS OF THE
INTERCREDITOR AGREEMENT, MAY FROM TIME TO TIME REASONABLY REQUEST TO BETTER
ASSURE, PRESERVE, PROTECT AND PERFECT THE SECURITY INTEREST AND THE RIGHTS AND
REMEDIES CREATED HEREBY, INCLUDING THE PAYMENT OF ANY FEES AND TAXES REQUIRED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE GRANTING OF
THE SECURITY INTEREST AND THE FILING OF ANY FINANCING STATEMENTS OR OTHER
DOCUMENTS IN CONNECTION HEREWITH OR THEREWITH.
IF ANY AMOUNT PAYABLE UNDER OR
IN CONNECTION WITH ANY OF THE COLLATERAL SHALL BE OR BECOME EVIDENCED BY ANY
PROMISSORY NOTE OR OTHER INSTRUMENT, SUCH NOTE OR INSTRUMENT SHALL BE
IMMEDIATELY PLEDGED AND DELIVERED TO THE COLLATERAL AGENT, DULY ENDORSED IN A
MANNER SATISFACTORY TO THE COLLATERAL AGENT.
Without limiting the generality of the foregoing, each Grantor hereby authorizes
the Collateral Agent, with prompt notice thereof to the Grantors, to supplement
this Agreement by supplementing Schedule II, III, IV or V or adding additional
schedules hereto to specifically identify any registered asset or item that may
constitute Copyrights, Patents or Trademarks; provided, however, that any
Grantor shall have the right, exercisable within 30 days after it has been
notified by the Collateral Agent of the specific identification of such
Collateral, to advise the Collateral Agent in writing of any inaccuracy of the
representations and warranties made by such Grantor hereunder with respect to
such Collateral.
Each Grantor agrees that it will use its best efforts to take
such action as shall be necessary in order that all representations and
warranties hereunder shall be true and correct with respect to such Collateral
within 30 days after the date it has been notified by the Collateral Agent of
the specific identification of such Collateral.
SECTION 4.04.
INSPECTION AND VERIFICATION.
SUBJECT TO THE LIMITATIONS SET
FORTH IN SECTION 5.09 OF THE CREDIT AGREEMENT, ANY AGENT
AND SUCH PERSONS AS
SUCH AGENT MAY REASONABLY DESIGNATE SHALL HAVE THE RIGHT, AT THE GRANTORS' OWN
COST AND EXPENSE, TO INSPECT THE COLLATERAL, ALL RECORDS RELATED THERETO (AND TO
MAKE EXTRACTS AND COPIES FROM SUCH RECORDS) AND THE PREMISES UPON WHICH ANY OF
THE COLLATERAL IS LOCATED, TO DISCUSS THE GRANTORS' AFFAIRS WITH THE OFFICERS OF
THE GRANTORS AND THEIR INDEPENDENT ACCOUNTANTS AND TO VERIFY UNDER REASONABLE
PROCEDURES THE VALIDITY,