TO THE FOLLOWING
COLLATERAL:
(I) ELECTRONIC CHATTEL PAPER, (II) INVESTMENT PROPERTY, AND (III)
LETTER-OF-CREDIT RIGHTS.
(L)
INSPECTION AND REPORTING.
EACH GRANTOR
SHALL PERMIT THE COLLATERAL AGENT, OR ANY AGENT OR REPRESENTATIVES THEREOF OR
SUCH PROFESSIONALS OR OTHER PERSONS AS THE COLLATERAL AGENT MAY DESIGNATE, NOT
MORE THAN ONCE A YEAR IN THE ABSENCE OF AN EVENT OF DEFAULT, (I) TO EXAMINE AND
MAKE COPIES OF AND ABSTRACTS FROM SUCH GRANTOR'S RECORDS AND BOOKS OF ACCOUNT,
(II) TO VISIT AND INSPECT ITS PROPERTIES, (III) TO VERIFY MATERIALS, LEASES,
INSTRUMENTS, ACCOUNTS, INVENTORY AND OTHER ASSETS OF SUCH GRANTOR FROM TIME TO
TIME, (III) TO CONDUCT AUDITS, PHYSICAL COUNTS, APPRAISALS AND/OR VALUATIONS,
EXAMINATIONS AT THE LOCATIONS OF SUCH GRANTOR.
EACH GRANTOR SHALL ALSO PERMIT
THE COLLATERAL AGENT, OR ANY AGENT OR REPRESENTATIVES THEREOF OR SUCH
PROFESSIONALS OR OTHER PERSONS AS THE COLLATERAL AGENT MAY DESIGNATE TO DISCUSS
SUCH GRANTOR'S AFFAIRS, FINANCES AND ACCOUNTS WITH ANY OF ITS DIRECTORS,
OFFICERS, MANAGERIAL EMPLOYEES, INDEPENDENT ACCOUNTANTS OR ANY OF ITS OTHER
REPRESENTATIVES.
(M)
FUTURE SUBSIDIARIES.
IF ANY OF BVI'S DOMESTIC
SUBSIDIARIES IN EXISTENCE AS OF THE DATE HEREOF EVER BECOME ACTIVE OR HAVE
ASSETS, OPERATIONS OR INCOME, OR IF BVI OR ANY OTHER GRANTOR SHALL HEREAFTER
OWN, CREATE OR ACQUIRE ANY OTHER DOMESTIC SUBSIDIARY OR MATERIAL FOREIGN
SUBSIDIARY THAT IS NOT A GRANTOR HEREUNDER OR A PARTY TO THE GUARANTY, THEN, BVI
OR SUCH OTHER GRANTOR SHALL PROMPTLY NOTIFY THE COLLATERAL AGENT THEREOF AND,
UPON THE COLLATERAL AGENT'S REQUEST, BVI OR SUCH OTHER SUCH GRANTOR SHALL CAUSE
SUCH SUBSIDIARY TO BECOME A PARTY TO THE GUARANTY AS AN ADDITIONAL "GUARANTOR"
THEREUNDER AND A PARTY TO THIS AGREEMENT AS AN ADDITIONAL "GRANTOR" HEREUNDER,
AND TO DULY EXECUTE AND/OR DELIVER SUCH OPINIONS OF COUNSEL AND OTHER DOCUMENTS,
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT, AS THE
COLLATERAL AGENT SHALL REASONABLY REQUEST WITH RESPECT THERETO.
SECTION 6.
ADDITIONAL PROVISIONS CONCERNING THE
COLLATERAL.
(A)
EACH GRANTOR HEREBY (I) AUTHORIZES THE
COLLATERAL AGENT TO FILE ONE OR MORE UNIFORM COMMERCIAL CODE FINANCING OR
CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATING TO THE COLLATERAL AND
(II) RATIFIES SUCH AUTHORIZATION TO THE EXTENT THAT THE COLLATERAL AGENT HAS
FILED ANY SUCH FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO,
PRIOR TO THE DATE HEREOF.
A PHOTOCOPY OR OTHER REPRODUCTION OF THIS AGREEMENT
OR ANY FINANCING STATEMENT COVERING THE COLLATERAL OR ANY PART THEREOF SHALL BE
SUFFICIENT AS A FINANCING STATEMENT WHERE PERMITTED BY LAW.
(B)
EACH GRANTOR HEREBY IRREVOCABLY APPOINTS THE
COLLATERAL AGENT AS ITS ATTORNEY-IN-FACT AND PROXY, WITH FULL AUTHORITY IN THE
PLACE AND STEAD OF SUCH GRANTOR AND IN THE NAME OF
16
SUCH GRANTOR OR OTHERWISE, FROM TIME TO TIME IN THE COLLATERAL AGENT'S
DISCRETION, SO LONG AS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH THE
COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF
THIS AGREEMENT (SUBJECT TO THE RIGHTS OF SUCH GRANTOR UNDER SECTION 5 HEREOF),
INCLUDING, WITHOUT LIMITATION, (I)