by such US Grantor hereunder with
respect to such Collateral. Each US Grantor agrees that it will use its best
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 30 days after the date it has been notified by the
Administrative Agent of the specific identification of such Collateral.
(D)
THE ADMINISTRATIVE AGENT AND SUCH PERSONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY DESIGNATE SHALL HAVE THE RIGHT, AT THE GRANTORS' OWN COST AND
EXPENSE, TO INSPECT THE ARTICLE 9 COLLATERAL SUBJECT TO THE SECURITY INTEREST,
ALL RECORDS RELATED THERETO (AND TO MAKE EXTRACTS AND COPIES FROM SUCH RECORDS)
AND THE PREMISES UPON WHICH ANY OF SUCH ARTICLE 9 COLLATERAL IS LOCATED, TO
DISCUSS THE GRANTORS' AFFAIRS WITH THE OFFICERS OF THE GRANTORS AND THEIR
INDEPENDENT ACCOUNTANTS AND TO VERIFY UNDER REASONABLE PROCEDURES, IN ACCORDANCE
WITH SECTION 5.09 OF THE CREDIT AGREEMENT, THE VALIDITY, AMOUNT, QUALITY,
QUANTITY, VALUE, CONDITION AND STATUS OF, OR ANY OTHER MATTER RELATING TO, THE
ARTICLE 9 COLLATERAL SUBJECT TO THE SECURITY INTEREST, 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. THE ADMINISTRATIVE
AGENT SHALL HAVE THE ABSOLUTE RIGHT TO SHARE ANY INFORMATION IT GAINS FROM SUCH
INSPECTION OR VERIFICATION WITH ANY SECURED PARTY.
18
(E)
AT ITS OPTION, THE ADMINISTRATIVE AGENT MAY DISCHARGE PAST DUE TAXES,
ASSESSMENTS, CHARGES, FEES OR LIENS AT ANY TIME LEVIED OR PLACED ON THE
ARTICLE 9 COLLATERAL AND NOT PERMITTED PURSUANT TO SECTION 6.02 OF THE CREDIT
AGREEMENT, AND MAY PAY FOR THE MAINTENANCE AND PRESERVATION OF THE ARTICLE 9
COLLATERAL SUBJECT TO THE SECURITY INTEREST TO THE EXTENT ANY GRANTOR FAILS TO
DO SO AS REQUIRED BY THE CREDIT AGREEMENT OR THIS AGREEMENT, AND EACH US GRANTOR
JOINTLY AND SEVERALLY AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT ON DEMAND FOR
ANY PAYMENT MADE OR ANY EXPENSE INCURRED BY THE ADMINISTRATIVE AGENT PURSUANT TO
THE FOREGOING AUTHORIZATION (AND EACH NON-US GRANTOR JOINTLY AND SEVERALLY
AGREES TO SO REIMBURSE FOR ANY SUCH PAYMENT MADE OR EXPENSE INCURRED ON ACCOUNT
OF ANY NON-US GRANTOR); PROVIDED THAT NOTHING IN THIS PARAGRAPH SHALL BE
INTERPRETED AS EXCUSING ANY GRANTOR FROM THE PERFORMANCE OF, OR IMPOSING ANY
OBLIGATION ON THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO CURE OR
PERFORM, ANY COVENANTS OR OTHER PROMISES OF ANY GRANTOR WITH RESPECT TO TAXES,
ASSESSMENTS, CHARGES, FEES OR LIENS AND MAINTENANCE OF PROPERTIES AS SET FORTH
HEREIN OR IN THE OTHER LOAN DOCUMENTS.
(F)
IF AT ANY TIME ANY GRANTOR SHALL TAKE A SECURITY INTEREST IN ANY PROPERTY
OF AN ACCOUNT DEBTOR OR ANY OTHER PERSON TO SECURE PAYMENT AND PERFORMANCE OF AN
ACCOUNT, SUCH GRANTOR SHALL PROMPTLY ASSIGN SUCH SECURITY INTEREST TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES. SUCH ASSIGNMENT
NEED NOT BE