ARRANGEMENT TO BE EFFECTED, TO
THE EXTENT DEEMED APPROPRIATE BY THE AGENT, AGAINST TRUST RECEIPT OR LIKE
DOCUMENT);
C.
GIVE, EXECUTE, DELIVER, FILE AND/OR
RECORD ANY FINANCING STATEMENT, NOTICE, INSTRUMENT, DOCUMENT, AGREEMENT OR OTHER
PAPERS THAT MAY BE NECESSARY (IN THE REASONABLE JUDGMENT OF THE AGENT) TO
CREATE, PRESERVE, PERFECT OR VALIDATE ANY SECURITY INTEREST GRANTED PURSUANT
HERETO OR TO ENABLE THE AGENT TO EXERCISE AND ENFORCE ITS RIGHTS HEREUNDER WITH
RESPECT TO SUCH SECURITY INTEREST, INCLUDING, WITHOUT LIMITATION, CAUSING ANY OR
ALL OF THE STOCK COLLATERAL TO BE TRANSFERRED OF RECORD INTO THE NAME OF THE
AGENT OR ITS NOMINEE (AND THE AGENT AGREES THAT IF ANY STOCK COLLATERAL IS
TRANSFERRED INTO ITS NAME OR THE NAME OF ITS NOMINEE, THE AGENT WILL THEREAFTER
PROMPTLY GIVE TO THE COMPANY COPIES OF ANY NOTICES AND
COMMUNICATIONS RECEIVED BY IT WITH RESPECT TO THE STOCK COLLATERAL), PROVIDED
THAT NOTICES TO ACCOUNT DEBTORS IN RESPECT OF ANY ACCOUNTS OR INSTRUMENTS SHALL
BE SUBJECT TO THE PROVISIONS OF SECTION 4.09 BELOW;
D.
UPON THE ACQUISITION AFTER THE DATE
HEREOF BY THE COMPANY OF ANY EQUIPMENT COVERED BY A CERTIFICATE OF TITLE OR
OWNERSHIP CAUSE THE AGENT TO BE LISTED AS THE LIENHOLDER ON SUCH CERTIFICATE OF
TITLE AND WITHIN 120 DAYS OF THE ACQUISITION THEREOF DELIVER EVIDENCE OF THE
SAME TO THE AGENT;
E.
KEEP ACCURATE BOOKS AND RECORDS
RELATING TO THE COLLATERAL, AND STAMP OR OTHERWISE MARK SUCH BOOKS AND RECORDS
IN SUCH MANNER AS THE AGENT MAY REASONABLY REQUIRE IN ORDER TO REFLECT THE
SECURITY INTERESTS GRANTED BY THIS AGREEMENT;
F.
FURNISH TO THE AGENT FROM TIME TO
TIME (BUT, UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, NO
MORE FREQUENTLY THAN QUARTERLY) STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND
DESCRIBING THE COPYRIGHT COLLATERAL, THE PATENT COLLATERAL AND THE TRADEMARK
COLLATERAL, RESPECTIVELY, AND SUCH OTHER REPORTS IN CONNECTION WITH THE
COPYRIGHT COLLATERAL, THE PATENT COLLATERAL AND THE TRADEMARK COLLATERAL, AS THE
AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL;
G.
PERMIT REPRESENTATIVES OF THE AGENT,
UPON REASONABLE NOTICE, AT ANY TIME DURING NORMAL BUSINESS HOURS TO INSPECT AND
MAKE ABSTRACTS FROM ITS BOOKS AND RECORDS PERTAINING TO THE COLLATERAL, AND
PERMIT REPRESENTATIVES OF THE AGENT TO BE PRESENT AT THE COMPANY'S PLACE OF
BUSINESS TO RECEIVE COPIES OF ALL COMMUNICATIONS AND REMITTANCES RELATING TO THE
COLLATERAL, AND FORWARD COPIES OF ANY NOTICES OR COMMUNICATIONS BY THE COMPANY
WITH RESPECT TO THE COLLATERAL, ALL IN SUCH MANNER AS THE AGENT MAY REASONABLY
REQUIRE; AND
H.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, UPON REQUEST OF THE AGENT, PROMPTLY NOTIFY
EACH ACCOUNT DEBTOR IN RESPECT OF ANY ACCOUNTS OR INSTRUMENTS THAT SUCH
COLLATERAL HAS BEEN ASSIGNED TO THE AGENT HEREUNDER, AND THAT ANY PAYMENTS DUE
OR TO BECOME DUE IN RESPECT OF SUCH COLLATERAL ARE TO BE MADE DIRECTLY TO THE
AGENT.
4.02
OTHER FINANCING STATEMENTS AND LIENS.
EXCEPT WITH RESPECT TO
PERMITTED INDEBTEDNESS, PERMITTED LIENS OR AS OTHERWISE PERMITTED UNDER SCHEDULE
3.1(A) OF THE