OF REAL ESTATE FOR
CENTRAL FIXTURE FILINGS OR LOCAL FIXTURE FILINGS.
(C) THE 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 COLLATERAL AGENT MAY FROM TIME TO TIME 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, OTHER THAN CENTRAL FIXTURE FILINGS THAT REQUIRE A REAL PROPERTY
DESCRIPTION AND LOCAL FIXTURE FILINGS, AND TRANSMITTING UTILITY FILINGS) OR
OTHER DOCUMENTS IN CONNECTION HEREWITH OR THEREWITH.
THE 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 IN
ALL MATERIAL RESPECTS WITH RESPECT TO SUCH COLLATERAL WITHIN 30 DAYS AFTER THE
DATE IT HAS BEEN NOTIFIED BY THE COLLATERAL AGENT OF THE SPECIFIC IDENTIFICATION
OF SUCH COLLATERAL.
(D) THE COLLATERAL AGENT AND SUCH PERSONS AS THE COLLATERAL AGENT MAY DESIGNATE
SHALL HAVE THE RIGHT, AT THE GRANTOR'S 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 GRANTOR'S AFFAIRS WITH THE OFFICERS OF THE
GRANTOR AND THEIR INDEPENDENT ACCOUNTANTS AND TO VERIFY UNDER REASONABLE
PROCEDURES, IN ACCORDANCE WITH SECTION 5.03 OF THE CREDIT AGREEMENT, 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 ACCOUNT DEBTORS OR THE THIRD PERSON POSSESSING SUCH ARTICLE 9
COLLATERAL FOR THE PURPOSE OF MAKING SUCH A VERIFICATION.
THE COLLATERAL AGENT
SHALL HAVE THE ABSOLUTE RIGHT TO SHARE ANY INFORMATION IT GAINS FROM SUCH
INSPECTION OR VERIFICATION WITH THE SECURED PARTY.
THE RIGHTS UNDER THIS
PARAGRAPH MAY ONLY BE EXERCISED IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
7
(E) AT ITS OPTION, THE COLLATERAL 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 EXPRESSLY
PERMITTED PURSUANT TO SECTION 6.05 OF THE CREDIT AGREEMENT, AND MAY PAY FOR THE
MAINTENANCE AND PRESERVATION OF THE ARTICLE 9 COLLATERAL TO THE EXTENT THE
GRANTOR FAILS TO DO SO AS REQUIRED BY THE CREDIT AGREEMENT OR THIS AGREEMENT,
AND THE GRANTOR AGREES TO REIMBURSE THE COLLATERAL AGENT ON DEMAND FOR ANY
PAYMENT MADE OR ANY EXPENSE INCURRED BY THE COLLATERAL AGENT PURSUANT TO THE
FOREGOING AUTHORIZATION; PROVIDED, HOWEVER, THAT NOTHING IN THIS PARAGRAPH SHALL
BE INTERPRETED AS EXCUSING THE GRANTOR FROM THE PERFORMANCE OF, OR