ALL RECORDS RELATED THERETO (AND
TO MAKE EXTRACTS AND COPIES FROM SUCH RECORDS) AND THE PREMISES UPON WHICH ANY
OF THE ARTICLE 9 COLLATERAL IS LOCATED, TO DISCUSS THE GRANTORS' AFFAIRS WITH
THE OFFICERS OF THE GRANTORS AND THEIR INDEPENDENT ACCOUNTANTS, ALL IN
ACCORDANCE WITH AND SUBJECT TO THE TERMS AND CONDITIONS RELATING TO INSPECTIONS
AS SET FORTH IN SECTION 5.06 OF THE CREDIT AGREEMENT, AND TO VERIFY UNDER
REASONABLE PROCEDURES 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, WITH ADVANCE NOTICE TO AND IN COORDINATION WITH
THE GRANTORS (UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING) 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 LENDER (IT BEING UNDERSTOOD THAT ANY SUCH INFORMATION SHALL BE DEEMED
TO BE "INFORMATION" SUBJECT TO THE PROVISIONS OF SECTION 9.14 OF THE CREDIT
AGREEMENT).
(F)
AT ITS OPTION, THE ADMINISTRATIVE 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 THE CREDIT AGREEMENT, AND MAY PAY FOR THE MAINTENANCE AND PRESERVATION OF THE
ARTICLE 9 COLLATERAL TO THE EXTENT ANY GRANTOR FAILS TO DO SO AS REQUIRED BY THE
CREDIT AGREEMENT OR THIS AGREEMENT AFTER WRITTEN NOTICE THEREOF IS DELIVERED TO
THE BORROWER BY THE ADMINISTRATIVE AGENT, AND EACH 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; PROVIDED THAT NOTHING IN THIS PARAGRAPH (F) SHALL BE INTERPRETED
AS EXCUSING ANY GRANTOR FROM THE PERFORMANCE OF, OR IMPOSING ANY OBLIGATION ON
THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY TO CURE OR PERFORM, ANY COVENANTS
OR OTHER PROMISES OF 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.
(G)
EACH GRANTOR SHALL REMAIN LIABLE TO OBSERVE AND PERFORM ALL THE CONDITIONS
AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT UNDER EACH CONTRACT,
AGREEMENT OR INSTRUMENT RELATING TO THE ARTICLE 9 COLLATERAL, ALL IN ACCORDANCE
WITH THE TERMS AND CONDITIONS THEREOF, AND EACH GRANTOR JOINTLY AND SEVERALLY
AGREES TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND THE SECURED
PARTIES FROM AND AGAINST ANY AND ALL LIABILITY FOR SUCH PERFORMANCE.
(H)
NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO BE MADE AN ASSIGNMENT, PLEDGE
OR HYPOTHECATION OF THE ARTICLE 9 COLLATERAL OR SHALL GRANT ANY OTHER LIEN IN
RESPECT OF THE ARTICLE 9 COLLATERAL, EXCEPT AS PERMITTED BY THE CREDIT
AGREEMENT.
NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO