ANY GRANTOR WITH RESPECT TO
TAXES, ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY INTERESTS OR OTHER
ENCUMBRANCES AND MAINTENANCE AS SET FORTH HEREIN OR IN THE OTHER LOAN DOCUMENTS.
(C)
EACH GRANTOR HEREBY AUTHORIZES THE AGENT, WITH PROMPT NOTICE
THEREOF TO THE GRANTORS, TO SUPPLEMENT THIS AGREEMENT BY SUPPLEMENTING
SCHEDULE III OR ADDING ADDITIONAL SCHEDULES HERETO TO SPECIFICALLY IDENTIFY ANY
ASSET OR ITEM THAT MAY CONSTITUTE COPYRIGHTS, MATERIAL EXCLUSIVE COPYRIGHT
LICENSES, PATENTS, MATERIAL EXCLUSIVE PATENT LICENSES, TRADEMARKS OR MATERIAL
EXCLUSIVE TRADEMARK LICENSES ACQUIRED BY THE GRANTOR AFTER THE DATE HEREOF;
PROVIDED THAT ANY GRANTOR SHALL HAVE THE RIGHT, EXERCISABLE WITHIN 30 DAYS AFTER
IT HAS BEEN NOTIFIED BY THE AGENT OF THE SPECIFIC IDENTIFICATION OF SUCH
COLLATERAL, TO ADVISE THE 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 COMMERCIALLY REASONABLE
EFFORTS TO TAKE SUCH ACTION AS IT DETERMINES SHALL BE NECESSARY IN ORDER THAT
ALL REPRESENTATIONS AND WARRANTIES HEREUNDER SHALL BE TRUE AND CORRECT WITH
RESPECT TO SUCH COLLATERAL (TO THE EXTENT PROVIDED HEREIN) WITHIN 45 DAYS AFTER
THE DATE IT HAS BEEN NOTIFIED BY THE AGENT (OR ON SUCH LATER DATE AS THE AGENT
SHALL AGREE IN ITS SOLE REASONABLE DISCRETION) OF THE SPECIFIC IDENTIFICATION OF
SUCH COLLATERAL.
(D)
THE AGENT AND SUCH PERSON THE AGENT MAY REASONABLY DESIGNATE SHALL
HAVE THE RIGHT, UPON NOT FEWER THAN FIVE BUSINESS DAYS' PRIOR NOTICE, AT THE
GRANTORS' COST AND EXPENSE, TO INSPECT THE ARTICLE 9 COLLATERAL, ALL RECORDS
RELATED THERETO AND THE PREMISES UPON WHICH ANY OF THE ARTICLE 9 COLLATERAL IS
LOCATED AND TO VERIFY UNDER REASONABLE PROCEDURES, IN ACCORDANCE WITH
SECTION 5.09 OF THE LOAN AGREEMENT, THE VALIDITY, AMOUNT, QUALITY, QUANTITY,
VALUE, CONDITION AND STATUS OF, OR ANY OTHER MATTER RELATING TO, THE ARTICLE 9
COLLATERAL, 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, AT ALL SUCH REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED,
PROVIDED THAT AT TIMES WHEN NO EVENT OF DEFAULT IS CONTINUING, (I) THE AGENT
SHALL NOT BE ENTITLED TO CONTACT ACCOUNT DEBTOR OR THIRD PARTIES IN POSSESSION
OF ANY ARTICLE 9 COLLATERAL OR (II) THE
14
BORROWER SHALL NOT BE REQUIRED TO PAY FOR MORE THAN TWO VISITS PER YEAR IN THE
AGGREGATE BY THE AGENT PURSUANT TO THIS CLAUSE (D) OR THE ADMINISTRATIVE AGENT
PURSUANT TO SECTION 5.09 TO THE LOAN AGREEMENT.
THE AGENT SHALL HAVE THE RIGHT
TO SHARE ANY INFORMATION IT GAINS FROM SUCH INSPECTION OR VERIFICATION WITH ANY
SECURED PARTY, SUBJECT TO THE PROVISIONS OF SECTION 9.12 OF THE LOAN AGREEMENT.
(E)
AT ITS OPTION, THE AGENT MAY DISCHARGE PAST DUE TAXES,
ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES AT
ANY TIME LEVIED OR PLACED ON THE ARTICLE 9 COLLATERAL AND NOT PERMITTED PURSUANT
TO SECTION 6.02 OF THE