DOCUMENTS REASONABLY REQUIRED TO FULFILL THE INTENT OF
THIS SECTION.
(B)
THE CREDIT PARTIES AGREE THAT FROM TIME TO
TIME, AT THEIR EXPENSE, THEY WILL PROMPTLY EXECUTE AND DELIVER ALL INSTRUMENTS
AND DOCUMENTS, AND TAKE ALL ACTIONS, THAT THE ADMINISTRATIVE AGENT OR ANY LENDER
MAY REASONABLY REQUEST IN ORDER TO PERFECT, PROTECT OR MORE FULLY EVIDENCE THE
LOANS HEREUNDER AND THE SECURITY INTEREST GRANTED IN THE COLLATERAL, OR TO
ENABLE THE ADMINISTRATIVE AGENT TO EXERCISE AND ENFORCE THEIR RIGHTS AND
REMEDIES HEREUNDER OR UNDER ANY CREDIT DOCUMENT.
(C)
IF THE CREDIT PARTIES FAIL TO PERFORM ANY
OF THEIR OBLIGATIONS HEREUNDER, THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE
REQUIRED TO) PERFORM, OR CAUSE PERFORMANCE OF, SUCH OBLIGATION; AND THE
ADMINISTRATIVE AGENT'S COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH SHALL
BE PAYABLE BY THE BORROWERS.
THE CREDIT PARTIES IRREVOCABLY APPOINT THE
ADMINISTRATIVE AGENT AS THEIR ATTORNEY-IN-FACT AND AUTHORIZE THE ADMINISTRATIVE
AGENT TO ACT ON BEHALF OF THE CREDIT PARTIES TO FILE FINANCING STATEMENTS
NECESSARY OR DESIRABLE IN THE ADMINISTRATIVE AGENT'S DISCRETION TO PERFECT AND
TO MAINTAIN THE PERFECTION AND PRIORITY OF THE INTEREST IN THE COLLATERAL.
(D)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE CREDIT PARTIES WILL NOT EARLIER THAN SIX (6) MONTHS AND NOT LATER
THAN THREE (3) MONTHS PRIOR TO THE FIFTH ANNIVERSARY OF THE DATE OF FILING OF
THE FINANCING STATEMENT REFERRED TO IN SECTION 4.1(D) OR ANY OTHER FINANCING
STATEMENT FILED PURSUANT TO THIS
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AGREEMENT, THE CREDIT DOCUMENTS OR IN CONNECTION WITH ANY LOAN HEREUNDER, UNLESS
THIS AGREEMENT HAS TERMINATED IN ACCORDANCE WITH THE PROVISIONS HEREOF:
(I)
DELIVER AND FILE OR CAUSE TO BE FILED AN
APPROPRIATE CONTINUATION STATEMENT WITH RESPECT TO SUCH FINANCING STATEMENT; AND
(II)
DELIVER OR CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT AN OPINION OF COUNSEL FOR THE CREDIT PARTIES, CONFIRMING
AND UPDATING THE OPINION DELIVERED PURSUANT TO SECTION 4.1(C) WITH RESPECT TO
PERFECTION AND OTHERWISE TO THE EFFECT THAT THE SECURITY INTEREST HEREUNDER
CONTINUES TO BE AN ENFORCEABLE AND PERFECTED SECURITY INTEREST, SUBJECT TO NO
OTHER LIENS OF RECORD EXCEPT AS PROVIDED HEREIN OR OTHERWISE PERMITTED
HEREUNDER, WHICH OPINION MAY CONTAIN USUAL AND CUSTOMARY ASSUMPTIONS,
LIMITATIONS AND EXCEPTIONS.
SECTION 10.25
CREDIT PARTIES' WAIVER OF SETOFF.
Each Credit Party hereby waives any right of setoff it may have or to which it
may be entitled under this Agreement, the other Credit Documents or otherwise
from time to time against the Administrative Agent, any Lender, or any Property
or assets, or any of the foregoing.
SECTION 10.26
PERIODIC DUE DILIGENCE REVIEW.
Each Credit Party acknowledges that the Administrative Agent and each Lender has
the right to perform continuing due diligence reviews with respect to the
Collateral and the Credit Parties and Consolidated Subsidiaries of the foregoing
for purposes of verifying compliance with the representations, warranties and
specifications made hereunder, or otherwise, and each Credit Party agrees that
upon reasonable (but no less than one (1) Business Day's) prior notice unless an
Event of Default shall have occurred, in which case