ALL OTHER DEALINGS
WITH THE COLLATERAL.
FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT, THE
MAJORITY PURCHASERS MAY AT ANY TIME VERIFY THE COMPANY'S RECEIVABLES UTILIZING
AN AUDIT CONTROL COMPANY OR ANY OTHER AGENT DESIGNATED BY THE MAJORITY
PURCHASERS.
THE MAJORITY PURCHASERS OR THEIR DESIGNEE MAY, FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT, NOTIFY
7
CUSTOMERS AT ANY TIME, AT THE MAJORITY PURCHASERS' REASONABLE DISCRETION, OF THE
INVESTORS' LIEN IN RECEIVABLES (CONTRACTS, INSTRUMENTS, OR CHATTEL PAPER, AS THE
CASE MAY BE), COLLECT THEM DIRECTLY FROM THE CUSTOMERS OR PARTIES TO CONTRACTS,
INSTRUMENTS AND CHATTEL PAPER AND CHARGE THE COLLECTION COSTS AND EXPENSES TO
THE COMPANY'S ACCOUNT; PROVIDED, HOWEVER, UNLESS AND UNTIL THE MAJORITY
PURCHASERS DO SO OR GIVE THE COMPANY OTHER INSTRUCTIONS, THE COMPANY SHALL
COLLECT ALL RECEIVABLES FOR THE INVESTORS, RECEIVE ALL PAYMENTS THEREON FOR
INVESTORS' BENEFIT IN TRUST AS INVESTORS' TRUSTEE AND IMMEDIATELY DELIVER THEM
TO INVESTORS IN THEIR ORIGINAL FORM WITH ALL NECESSARY ENDORSEMENTS OR, AS
DIRECTED BY THE MAJORITY PURCHASERS, DEPOSIT SUCH PAYMENTS AS REASONABLY
DIRECTED BY THE MAJORITY PURCHASERS.
THE COMPANY SHALL PLACE NOTATIONS UPON THE
COMPANY'S BOOKS OF ACCOUNT AND ANY FINANCIAL STATEMENT PREPARED BY THE COMPANY
TO DISCLOSE THE INVESTORS' LIEN IN THE COLLATERAL AND SHALL PROVIDE THE
INVESTORS, AS REQUESTED BY ANY OF THEM, SUCH SCHEDULES, DOCUMENTS AND/OR
INFORMATION REGARDING THE COLLATERAL AS AN INVESTOR MAY REQUIRE.
4.3.
PROTECTION OF COLLATERAL AND SECURITY
INTEREST.
THE COMPANY SHALL, AT ITS OWN COST AND EXPENSE, TAKE ANY AND ALL
ACTIONS NECESSARY TO DEFEND THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL
PARTIES AND TO DEFEND THE LIEN OF THE INVESTORS IN THE COLLATERAL AND THE
PRIORITY THEREOF AGAINST ANY LIEN, EXCEPT PERMITTED LIENS.
4.4.
FURTHER ASSURANCES.
ANY TIME AND FROM TIME TO
TIME, UPON THE WRITTEN REQUEST OF AN INVESTOR AND AT THE SOLE EXPENSE OF THE
COMPANY, THE COMPANY SHALL PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL
SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS SUCH
INVESTOR MAY REASONABLY REQUEST TO PRESERVE, PROTECT AND PERFECT THE SECURITY
INTEREST AND THE RIGHTS AND REMEDIES CREATED HEREBY.
4.5.
INSPECTION AND EXAMINATION.
AT SUCH
REASONABLE TIMES AND INTERVALS ON REASONABLE ADVANCE NOTICE TO THE COMPANY, THE
MAJORITY PURCHASERS SHALL HAVE THE RIGHT TO: (A) VISIT AND INSPECT THE COMPANY'S
PROPERTIES AND THE COLLATERAL; AND (B) INSPECT, AUDIT AND MAKE EXTRACTS FROM THE
COMPANY'S RELEVANT BOOKS AND RECORDS RELATING TO THE COLLATERAL; PROVIDED THAT
SUCH INSPECTIONS SHALL NOT OCCUR MORE THAN ONCE PER CALENDAR YEAR UNLESS AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
THE COMPANY WILL
EXECUTE AND DELIVER TO THE INVESTORS ANY INSTRUMENT NECESSARY FOR THE INVESTORS
TO OBTAIN RECORDS FROM ANY SERVICE BUREAU MAINTAINING RECORDS FOR THE COMPANY.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT DISCLOSE MATERIAL NONPUBLIC
INFORMATION OR PROVIDE ACCESS TO MATERIAL NONPUBLIC INFORMATION TO ANY OF THE
INVESTORS, UNLESS PRIOR TO DISCLOSING OR PROVIDING ACCESS TO SUCH INFORMATION
THE COMPANY IDENTIFIES SUCH INFORMATION AS BEING MATERIAL NONPUBLIC INFORMATION
AND PROVIDES THE