to its Collateral to evidence this Agreement
and the Security Interests.
All Chattel Paper will be marked with the following
legend:
"This writing and the obligations evidenced or secured hereby are
subject to the security interest of SunTrust Bank, as Administrative Agent."
For the Administrative Agent's further security, each Grantor agrees that the
Administrative Agent shall have a security interest in all of such Grantor's
books and records pertaining to its Collateral and, upon the occurrence and
during the continuation of any Event of Default, such Grantor shall deliver and
turn over full and complete copies of any such books and records to the
Administrative Agent or to its representatives at any time on demand of the
Administrative Agent.
Upon reasonable notice from the Administrative Agent,
each Grantor shall permit any representative of the Administrative Agent, to
inspect such books and records and will provide photocopies thereof to the
Administrative Agent subject to the limitations as provided in the Credit
Agreement.
(b)
Special Provisions Regarding Maintenance of
Records and Reporting Re: Accounts, Inventory and Equipment;
(I)
EACH GRANTOR SHALL KEEP COMPLETE AND
ACCURATE RECORDS OF ITS ACCOUNTS.
UPON THE REASONABLE REQUEST OF THE
ADMINISTRATIVE AGENT, AND PRIOR TO AN EVENT OF DEFAULT NO MORE FREQUENTLY THAN
ONE TIME PER CALENDAR QUARTER, SUCH GRANTOR SHALL DELIVER TO THE ADMINISTRATIVE
AGENT ALL DOCUMENTS, INCLUDING, WITHOUT LIMITATION, REPAYMENT HISTORIES AND
PRESENT STATUS REPORTS, RELATING TO ITS ACCOUNTS SO SCHEDULED AND SUCH OTHER
MATTERS AND INFORMATION RELATING TO THE STATUS OF ITS THEN EXISTING ACCOUNTS AS
THE ADMINISTRATIVE AGENT SHALL REASONABLY
13
REQUEST.
(II)
IN THE EVENT ANY AMOUNTS DUE AND OWING IN
EXCESS OF $250,000 IN THE AGGREGATE ARE IN DISPUTE BETWEEN ANY ACCOUNT DEBTOR
AND ANY GRANTOR, SUCH GRANTOR SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH
WRITTEN NOTICE THEREOF PROMPTLY AFTER SUCH GRANTOR'S LEARNING THEREOF EXPLAINING
IN DETAIL THE REASON FOR THE DISPUTE, ALL CLAIMS RELATED THERETO AND THE AMOUNT
IN CONTROVERSY.
(III)
EACH GRANTOR SHALL MAINTAIN ITEMIZED
RECORDS, ACCURATE IN ALL MATERIAL RESPECTS, ITEMIZING AND DESCRIBING THE KIND,
TYPE, QUALITY, QUANTITY, LOCATION AND BOOK VALUE OF ITS INVENTORY AND EQUIPMENT
AND SHALL, UPON REQUEST BY THE ADMINISTRATIVE AGENT, FURNISH THE ADMINISTRATIVE
AGENT WITH A CURRENT SCHEDULE CONTAINING THE FOREGOING INFORMATION.
(IV)
EACH GRANTOR WILL PROMPTLY UPON, BUT IN NO
EVENT LATER THAN TWENTY (20) BUSINESS DAYS AFTER:
(A)
Such Grantor's learning thereof, inform the Administrative Agent, in
writing, of any material delay in such Grantor's performance of any of its
obligations to any Account Debtor and of any assertion of any claims, offsets or
counterclaims by any Account Debtor and of any allowances, credits or other
monies granted by such Grantor to any Account Debtor, in each case involving
amounts in excess of $250,000 in the aggregate for all Accounts of such Account
Debtor; and
(B)
Such Grantor's receipt or learning thereof, furnish to and inform the
Administrative Agent of all material adverse information relating to the
financial condition of any Account Debtor with respect to Accounts exceeding
$250,000 in the