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.
(F)
THE COLLATERAL AGENT AND SUCH PERSONS AS THE COLLATERAL AGENT MAY
REASONABLY DESIGNATE SHALL HAVE THE RIGHT, AT THE GRANTORS' OWN COST AND
EXPENSE, UPON REASONABLE PRIOR NOTICE, TO INSPECT THE ARTICLE 9 COLLATERAL
SUBJECT TO THE SECURITY INTEREST, ALL RECORDS RELATED THERETO (AND TO MAKE
EXTRACTS AND COPIES FROM SUCH RECORDS) AND THE PREMISES UPON WHICH ANY OF SUCH
ARTICLE 9 COLLATERAL IS LOCATED, TO DISCUSS THE GRANTORS' AFFAIRS, FINANCES AND
CONDITION WITH THE OFFICERS OF THE GRANTORS AND THEIR INDEPENDENT ACCOUNTANTS
AND TO VERIFY UNDER REASONABLE PROCEDURES THE VALIDITY, AMOUNT, QUALITY,
QUANTITY, VALUE, CONDITION AND STATUS OF, OR ANY OTHER MATTER RELATING TO, THE
ARTICLE 9
15
Collateral subject to the Security Interest (including, 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), all at such reasonable times and as
often as reasonably requested. The Collateral Agent shall have the absolute
right to share any information it gains from such inspection or verification
with any other Secured Party.
(G)
AT ITS OPTION, THE COLLATERAL AGENT MAY DISCHARGE PAST DUE TAXES,
ASSESSMENTS, CHARGES, FEES OR LIENS AT ANY TIME LEVIED OR PLACED ON THE
ARTICLE 9 COLLATERAL (OTHER THAN PERMITTED LIENS), AND MAY PAY FOR THE
MAINTENANCE AND PRESERVATION OF THE ARTICLE 9 COLLATERAL SUBJECT TO THE SECURITY
INTEREST TO THE EXTENT ANY GRANTOR FAILS TO DO SO AS REQUIRED BY THE INDENTURE
OR THIS AGREEMENT, AND EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO REIMBURSE
THE COLLATERAL AGENT ON DEMAND FOR ANY PAYMENT MADE OR ANY EXPENSE INCURRED BY
THE COLLATERAL AGENT PURSUANT TO THE FOREGOING AUTHORIZATION; PROVIDED 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 OTHER
SECURED PARTY TO CURE OR PERFORM, ANY COVENANTS OR OTHER PROMISES OF ANY GRANTOR
WITH RESPECT TO TAXES, ASSESSMENTS, CHARGES, FEES OR LIENS AND MAINTENANCE OF
PROPERTIES AS SET FORTH HEREIN OR IN THE OTHER NOTES DOCUMENTS.
(H)
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, SUCH GRANTOR SHALL PROMPTLY ASSIGN SUCH SECURITY INTEREST TO THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES. SUCH ASSIGNMENT NEED
NOT BE FILED OF PUBLIC RECORD UNLESS NECESSARY TO CONTINUE THE PERFECTED STATUS
OF THE SECURITY INTEREST AGAINST CREDITORS OF AND