THE BEST MANNER
REASONABLY POSSIBLE AND MAKE IT AVAILABLE TO AGENT AT A PLACE REASONABLY
CONVENIENT TO AGENT.
IN ADDITION, WITH RESPECT TO ALL COLLATERAL, AGENT AND
LENDERS SHALL BE ENTITLED TO ALL OF THE RIGHTS AND REMEDIES SET FORTH HEREIN AND
FURTHER PROVIDED BY THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW.
AT THE
REQUEST OF AGENT, EACH BORROWER SHALL INSTRUCT ALL SUPPLIERS, CARRIERS,
FORWARDERS, WAREHOUSERS OR OTHERS RECEIVING OR HOLDING CASH, CHECKS, INVENTORY,
DOCUMENTS OR INSTRUMENTS IN WHICH AGENT HOLDS A SECURITY INTEREST TO DELIVER
SAME TO AGENT AND/OR SUBJECT TO AGENT'S ORDER AND IF THEY SHALL COME INTO ANY
BORROWER'S POSSESSION, THEY, AND EACH OF THEM, SHALL BE HELD BY SUCH BORROWER IN
TRUST AS AGENT'S TRUSTEE, AND SUCH BORROWER WILL IMMEDIATELY DELIVER THEM TO
AGENT IN THEIR ORIGINAL FORM TOGETHER WITH ANY NECESSARY ENDORSEMENT.
4.7.
BOOKS AND RECORDS.
EACH BORROWER SHALL (A) KEEP PROPER BOOKS OF
RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES WILL BE MADE OF ALL
DEALINGS OR TRANSACTIONS OF OR IN RELATION TO ITS BUSINESS AND AFFAIRS; (B) SET
UP ON ITS BOOKS ACCRUALS WITH RESPECT TO ALL TAXES, ASSESSMENTS, CHARGES, LEVIES
AND CLAIMS; AND (C) ON A REASONABLY CURRENT BASIS SET UP ON ITS BOOKS, FROM ITS
EARNINGS, ALLOWANCES AGAINST DOUBTFUL RECEIVABLES, ADVANCES AND INVESTMENTS AND
ALL OTHER PROPER ACCRUALS (INCLUDING BY REASON OF ENUMERATION, ACCRUALS FOR
PREMIUMS, IF ANY, DUE ON REQUIRED PAYMENTS AND ACCRUALS FOR DEPRECIATION,
OBSOLESCENCE, OR AMORTIZATION OF PROPERTIES), WHICH SHOULD BE SET ASIDE FROM
SUCH EARNINGS IN CONNECTION WITH ITS BUSINESS.
ALL DETERMINATIONS PURSUANT TO
THIS SUBSECTION SHALL BE MADE IN ACCORDANCE WITH, OR AS REQUIRED BY, GAAP
CONSISTENTLY APPLIED IN THE OPINION OF SUCH INDEPENDENT PUBLIC ACCOUNTANT AS
SHALL THEN BE REGULARLY ENGAGED BY BORROWERS.
4.8.
FINANCIAL DISCLOSURE.
EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES
AND DIRECTS ALL ACCOUNTANTS AND AUDITORS EMPLOYED BY SUCH BORROWER AT ANY TIME
DURING THE TERM TO EXHIBIT AND DELIVER TO AGENT AND EACH LENDER COPIES OF ANY OF
SUCH BORROWER'S FINANCIAL STATEMENTS, TRIAL BALANCES OR OTHER ACCOUNTING RECORDS
OF ANY SORT IN THE ACCOUNTANT'S OR AUDITOR'S POSSESSION, AND TO DISCLOSE TO
AGENT AND EACH LENDER ANY INFORMATION SUCH ACCOUNTANTS MAY HAVE CONCERNING SUCH
BORROWER'S FINANCIAL STATUS AND BUSINESS OPERATIONS.
EACH BORROWER HEREBY
AUTHORIZES ALL GOVERNMENTAL BODIES TO FURNISH TO AGENT AND EACH LENDER COPIES OF
REPORTS OR EXAMINATIONS RELATING TO SUCH BORROWER, WHETHER MADE BY SUCH BORROWER
OR OTHERWISE; HOWEVER, AGENT AND EACH LENDER WILL ATTEMPT TO OBTAIN SUCH
INFORMATION OR MATERIALS DIRECTLY FROM SUCH BORROWER PRIOR TO OBTAINING SUCH
INFORMATION OR MATERIALS FROM SUCH ACCOUNTANTS OR GOVERNMENTAL BODIES.
4.9.
COMPLIANCE WITH LAWS.
EACH BORROWER SHALL COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS WITH RESPECT TO THE COLLATERAL OR ANY PART
THEREOF OR TO THE OPERATION OF SUCH BORROWER'S BUSINESS THE NON-COMPLIANCE WITH
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EACH
BORROWER MAY, HOWEVER, CONTEST OR DISPUTE ANY APPLICABLE LAWS IN ANY REASONABLE
MANNER, PROVIDED THAT ANY RELATED LIEN IS INCHOATE OR STAYED