notify the Administrative Agent if any material portion of
the Article 9 Collateral owned or held by such Grantor is damaged or destroyed.
(B)
EACH GRANTOR AGREES TO MAINTAIN, AT ITS OWN COST AND EXPENSE, SUCH COMPLETE
AND ACCURATE RECORDS WITH RESPECT TO THE ARTICLE 9 COLLATERAL OWNED BY IT AS IS
CONSISTENT WITH ITS CURRENT PRACTICES AND IN ACCORDANCE WITH SUCH PRUDENT AND
STANDARD PRACTICES USED IN INDUSTRIES THAT ARE THE SAME AS OR SIMILAR TO THOSE
IN WHICH SUCH GRANTOR IS ENGAGED AND, AT SUCH TIME OR TIMES, AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, PROMPTLY TO PREPARE AND DELIVER TO
THE ADMINISTRATIVE AGENT A DULY CERTIFIED SCHEDULE OR SCHEDULES IN FORM AND
DETAIL SATISFACTORY TO THE ADMINISTRATIVE AGENT SHOWING THE IDENTITY, AMOUNT AND
LOCATION OF ANY AND ALL ARTICLE 9 COLLATERAL.
(C)
EACH GRANTOR SHALL, AT ITS OWN EXPENSE, TAKE ANY AND ALL ACTIONS REASONABLY
NECESSARY TO DEFEND TITLE TO THE ARTICLE 9 COLLATERAL AGAINST ALL PERSONS AND TO
DEFEND THE SECURITY INTEREST OF THE ADMINISTRATIVE AGENT IN THE ARTICLE 9
COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY LIENS OTHER THAN ANY PERMITTED
LIEN OR OTHER LIENS CONTEMPLATED IN THE INTERCREDITOR AGREEMENT.
(D)
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 ADMINISTRATIVE AGENT 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 (INCLUDING FIXTURE FILINGS) OR OTHER DOCUMENTS IN CONNECTION HEREWITH
OR THEREWITH.
Without limiting the generality of the foregoing, each Grantor hereby authorizes
the Administrative Agent, with prompt notice thereof to the Grantors, to
supplement this Agreement by supplementing Schedule III or adding additional
schedules hereto to identify specifically any asset or item that may constitute
Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall
have the right, exercisable within 30 days after it has been notified by the
Administrative Agent of the specific identification of such Collateral, to
advise the Administrative 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 commercially
reasonable 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 45 days after the date it has been notified by the
Administrative Agent of the specific identification of such Collateral.
(E)
THE ADMINISTRATIVE AGENT AND SUCH PERSONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY DESIGNATE SHALL HAVE THE RIGHT, AT THE GRANTORS' OWN COST AND
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EXPENSE, TO INSPECT THE ARTICLE 9 COLLATERAL,