STANDARD PRACTICES USED IN INDUSTRIES THAT ARE THE SAME AS OR SIMILAR TO THOSE
IN WHICH SUCH GRANTOR IS ENGAGED AND, AT SUCH TIME OR TIMES, AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AS THE SECURITY
AGENT MAY REASONABLY REQUEST, PROMPTLY TO PREPARE
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AND DELIVER TO THE SECURITY AGENT A DULY CERTIFIED SCHEDULE OR SCHEDULES IN FORM
AND DETAIL SATISFACTORY TO THE SECURITY AGENT SHOWING THE IDENTITY, AMOUNT AND
LOCATION OF ANY AND ALL ARTICLE 9 COLLATERAL.
(C)
EACH GRANTOR SHALL, AT ITS OWN EXPENSE, TAKE ANY AND ALL ACTIONS REASONABLY
NECESSARY TO DEFEND TITLE TO THE ARTICLE 9 COLLATERAL AGAINST ALL PERSONS AND TO
DEFEND THE SECURITY INTEREST OF THE SECURITY AGENT IN THE ARTICLE 9 COLLATERAL
AND THE PRIORITY THEREOF AGAINST ANY LIENS OTHER THAN ANY PERMITTED LIEN OR
OTHER LIENS CONTEMPLATED IN THE INTERCREDITOR AGREEMENT.
(D)
EACH GRANTOR AGREES, AT ITS OWN EXPENSE, TO EXECUTE, ACKNOWLEDGE, DELIVER
AND CAUSE TO BE DULY FILED ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE
ALL SUCH ACTIONS AS THE SECURITY AGENT MAY FROM TIME TO TIME REASONABLY REQUEST
TO BETTER ASSURE, PRESERVE, PROTECT AND PERFECT THE SECURITY INTEREST AND THE
RIGHTS AND REMEDIES CREATED HEREBY, INCLUDING THE PAYMENT OF ANY FEES AND TAXES
REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
GRANTING OF THE SECURITY INTEREST AND THE FILING OF ANY FINANCING STATEMENTS
(INCLUDING FIXTURE FILINGS) OR OTHER DOCUMENTS IN CONNECTION HEREWITH OR
THEREWITH.
Without limiting the generality of the foregoing, each Grantor hereby authorizes
the Security Agent, with prompt notice thereof to the Grantors, to supplement
this Agreement by supplementing Schedule III or adding additional schedules
hereto to identify specifically any asset or item that may constitute
Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall
have the right, exercisable within 30 days after it has been notified by the
Security Agent of the specific identification of such Collateral, to advise the
Security 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 its commercially reasonable 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 45
days after the date it has been notified by the Security Agent of the specific
identification of such Collateral.
(E)
THE SECURITY AGENT AND SUCH PERSONS AS THE SECURITY AGENT MAY REASONABLY
DESIGNATE SHALL HAVE THE RIGHT, AT THE GRANTORS' OWN COST AND EXPENSE, TO
INSPECT THE ARTICLE 9 COLLATERAL, 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 9.06 OF THE CREDIT