time hereafter incurred by Lender
during the course of periodic field examinations of the Collateral and such
Borrower's or Guarantor's operations, plus a per diem charge at Lender's then
standard rate for Lender's examiners in the field and office (which rate as of
the date hereof is $1,000 per person per day); and (g) the reasonable fees and
disbursements of counsel (including legal assistants) to Lender in connection
with any of the foregoing.
9.27
Inactive Subsidiaries.
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.27(B) BELOW, BORROWERS
AND GUARANTORS WILL NOT PERMIT THE INACTIVE SUBSIDIARY TO (I) ENGAGE IN ANY
BUSINESS OR CONDUCT ANY OPERATIONS, (II) OWN ASSETS WITH A BOOK VALUE OF MORE
THAN $100,000 IN THE AGGREGATE OR (III) INCUR ANY OBLIGATIONS OR LIABILITIES IN
RESPECT OF ANY INDEBTEDNESS OR OTHERWISE.
(B)
IN THE EVENT THAT A BORROWER OR GUARANTOR INTENDS TO HAVE THE
INACTIVE SUBSIDIARY COMMENCE ANY BUSINESS OR OPERATIONS OR OWN ASSETS WITH A
BOOK VALUE OF MORE THAN $100,000 IN THE AGGREGATE OR INCUR ANY OBLIGATIONS OR
LIABILITIES IN RESPECT OF ANY INDEBTEDNESS OR OTHERWISE, (I) BORROWERS AND
GUARANTORS SHALL GIVE LENDER NOT LESS THAN TEN (10) DAYS' PRIOR WRITTEN NOTICE
THEREOF WITH REASONABLE DETAIL AND SPECIFICITY AND SUCH OTHER INFORMATION WITH
RESPECT THERETO AS LENDER MAY REQUEST AND (II) AT ANY TIME THEREAFTER, PROMPTLY
UPON THE REQUEST OF LENDER, BORROWERS AND GUARANTORS SHALL CAUSE INACTIVE
SUBSIDIARY TO EXECUTE AND DELIVER TO LENDER, IN FORM AND SUBSTANCE SATISFACTORY
TO LENDER, A JOINDER AGREEMENT TO THE FINANCING AGREEMENTS IN ORDER TO, AMONG
OTHER
THINGS, MAKE THE INACTIVE SUBSIDIARY A PARTY TO THIS AGREEMENT AS A
"GUARANTOR" AND A PARTY TO ANY GUARANTEE AS A "GUARANTOR" OR PLEDGE AGREEMENT AS
A "PLEDGOR", AND INCLUDING, BUT NOT LIMITED TO, SUPPLEMENTS AND AMENDMENTS
HERETO AND TO ANY OF THE OTHER FINANCING AGREEMENTS, AUTHORIZATION TO FILE UCC
FINANCING STATEMENTS, COLLATERAL ACCESS AGREEMENTS (TO THE EXTENT REQUIRED UNDER
SECTION 9.2 HEREOF), OTHER AGREEMENTS, DOCUMENTS OR INSTRUMENTS CONTEMPLATED
UNDER SECTION 5.3 HEREOF AND OTHER CONSENTS, WAIVERS, ACKNOWLEDGMENTS AND OTHER
AGREEMENTS FROM THIRD PERSONS WHICH LENDER MAY DEEM REASONABLY NECESSARY OR
DESIRABLE IN ORDER TO PERMIT, PROTECT AND PERFECT ITS SECURITY INTERESTS IN AND
LIENS
100
UPON THE ASSETS OF THE INACTIVE SUBSIDIARY, CORPORATE RESOLUTIONS AND OTHER
ORGANIZATION AND AUTHORIZING DOCUMENTS OF SUCH PERSON, AND FAVORABLE OPINIONS OF
COUNSEL TO SUCH PERSON AND (III)
UPON THE SATISFACTION OF EACH OF THE
CONDITIONS SET FORTH IN THIS SECTION 9.27(B), THE INACTIVE SUBSIDIARY SHALL
CEASE TO BE DEEMED AN INACTIVE SUBSIDIARY FOR PURPOSES OF THIS AGREEMENT.
9.28
Further Assurances.
At the request of Lender at any time and from
time to time, Borrowers and Guarantors shall, at their expense, duly execute and
deliver, or cause to be duly executed and delivered, such further agreements,
documents and instruments, and do or cause to be done such further acts as may
be necessary or proper to evidence, perfect, maintain and enforce the security
interests and the priority thereof in the Collateral and to otherwise effectuate
the provisions