ADVERSE CHANGE.
(C)
BORROWER WILL PROMPTLY FURNISH TO AGENT ALL
WRITTEN REQUESTS FOR INFORMATION, NOTICES OF CLAIM, DEMAND LETTERS, AND OTHER
WRITTEN NOTIFICATIONS, RECEIVED BY BORROWER IN CONNECTION WITH ANY RESTRICTED
PERSON'S OWNERSHIP OR USE OF ITS PROPERTIES OR THE CONDUCT OF ITS BUSINESS,
RELATING TO POTENTIAL RESPONSIBILITY WITH RESPECT TO ANY INVESTIGATION OR
CLEAN-UP OF HAZARDOUS MATERIAL AT ANY LOCATION THAT COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE CHANGE.
49
SECTION 6.13.
INTENTIONALLY LEFT BLANK.
SECTION 6.14.
BANK ACCOUNTS; OFFSET.
TO SECURE THE
REPAYMENT OF THE OBLIGATIONS BORROWER HEREBY GRANTS TO EACH LENDER A SECURITY
INTEREST, A LIEN, AND A RIGHT OF OFFSET, EACH OF WHICH SHALL BE IN ADDITION TO
ALL OTHER INTERESTS, LIENS, AND RIGHTS OF ANY LENDER AT COMMON LAW, UNDER THE
LOAN DOCUMENTS, OR OTHERWISE, AND EACH OF WHICH SHALL BE UPON AND AGAINST (A)
ANY AND ALL MONEYS, SECURITIES OR OTHER PROPERTY (AND THE PROCEEDS THEREFROM) OF
BORROWER NOW OR HEREAFTER HELD OR RECEIVED BY OR IN TRANSIT TO ANY LENDER FROM
OR FOR THE ACCOUNT OF BORROWER, WHETHER FOR SAFEKEEPING, CUSTODY, PLEDGE,
TRANSMISSION, COLLECTION OR OTHERWISE, (B) ANY AND ALL DEPOSITS (GENERAL OR
SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) OF BORROWER WITH ANY LENDER, AND
(C) ANY OTHER CREDITS AND CLAIMS OF BORROWER AT ANY TIME EXISTING AGAINST ANY
LENDER, INCLUDING CLAIMS UNDER CERTIFICATES OF DEPOSIT.
AT ANY TIME AND FROM
TIME TO TIME AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT, EACH LENDER IS HEREBY
AUTHORIZED TO FORECLOSE UPON, OR TO OFFSET AGAINST THE OBLIGATIONS THEN DUE AND
PAYABLE (IN EITHER CASE WITHOUT NOTICE TO BORROWER), ANY AND ALL ITEMS
HEREINABOVE REFERRED TO.
THE REMEDIES OF FORECLOSURE AND OFFSET ARE SEPARATE
AND CUMULATIVE, AND EITHER MAY BE EXERCISED INDEPENDENTLY OF THE OTHER WITHOUT
REGARD TO PROCEDURES OR RESTRICTIONS APPLICABLE TO THE OTHER.
SECTION 6.15.
GUARANTIES OF BORROWER'S
SUBSIDIARIES.
EACH SUBSIDIARY CREATED, ACQUIRED OR COMING INTO EXISTENCE AFTER
THE DATE HEREOF, OTHER THAN AN IMMATERIAL SUBSIDIARY SHALL, PROMPTLY UPON
REQUEST BY AGENT, EXECUTE AND DELIVER TO AGENT AN ABSOLUTE AND UNCONDITIONAL
GUARANTY OF THE TIMELY REPAYMENT OF THE OBLIGATIONS AND THE DUE AND PUNCTUAL
PERFORMANCE OF THE OBLIGATIONS OF BORROWER HEREUNDER, WHICH GUARANTY SHALL BE
REASONABLY SATISFACTORY TO AGENT IN FORM AND SUBSTANCE.
BORROWER WILL CAUSE
EACH OF ITS SUBSIDIARIES HEREAFTER FORMED OR ACQUIRED, OTHER THAN AN IMMATERIAL
SUBSIDIARY, TO DELIVER TO AGENT, SIMULTANEOUSLY WITH ITS DELIVERY OF SUCH A
GUARANTY, WRITTEN EVIDENCE SATISFACTORY TO AGENT AND ITS COUNSEL THAT SUCH
SUBSIDIARY HAS TAKEN ALL CORPORATE OR PARTNERSHIP ACTION NECESSARY TO DULY
APPROVE AND AUTHORIZE ITS EXECUTION, DELIVERY AND PERFORMANCE OF SUCH GUARANTY
AND ANY OTHER DOCUMENTS WHICH IT IS REQUIRED TO EXECUTE.
SECTION 6.16.
AGREEMENT TO DELIVER SECURITY
DOCUMENTS.
BORROWER AGREES TO DELIVER AND TO CAUSE EACH OTHER RESTRICTED PERSON
TO DELIVER, TO FURTHER SECURE THE OBLIGATIONS WHENEVER REQUESTED BY AGENT IN ITS
SOLE AND ABSOLUTE DISCRETION, DEEDS OF TRUST, MORTGAGES, CHATTEL MORTGAGES,
SECURITY AGREEMENTS, FINANCING STATEMENTS CONTINUATION STATEMENTS, EXTENSION
AGREEMENTS, ACKNOWLEDGMENTS, AND OTHER SECURITY DOCUMENTS IN FORM