DISPOSITION, THE
COLLATERAL AGENT MAY APPROACH ONLY A RESTRICTED NUMBER OF POTENTIAL PURCHASERS
AND FURTHER UNDERSTANDS THAT A SALE UNDER SUCH CIRCUMSTANCES MAY YIELD A LOWER
PRICE FOR THE PLEDGED COLLATERAL THAN IF THE PLEDGED COLLATERAL WERE REGISTERED
AND QUALIFIED PURSUANT TO FEDERAL AND STATE SECURITIES LAWS AND SOLD ON THE OPEN
MARKET.
EACH GRANTOR, THEREFORE, AGREES THAT:
(A) IF THE COLLATERAL AGENT
SHALL, PURSUANT TO THE TERMS OF THIS AGREEMENT, SELL OR CAUSE THE PLEDGED
COLLATERAL OR ANY PORTION THEREOF TO BE SOLD AT A PRIVATE SALE, THE COLLATERAL
AGENT SHALL HAVE THE RIGHT TO RELY UPON THE ADVICE AND OPINION OF ANY NATIONALLY
RECOGNIZED BROKERAGE OR INVESTMENT FIRM (BUT SHALL NOT BE OBLIGATED TO SEEK SUCH
ADVICE AND THE FAILURE TO DO SO SHALL NOT BE CONSIDERED IN DETERMINING THE
COMMERCIAL REASONABLENESS OF SUCH ACTION) AS TO THE BEST MANNER IN WHICH TO
OFFER THE PLEDGED COLLATERAL OR ANY PORTION THEREOF FOR SALE AND AS TO THE BEST
PRICE REASONABLY OBTAINABLE AT THE PRIVATE SALE THEREOF; AND (B) SUCH RELIANCE
SHALL BE CONCLUSIVE EVIDENCE THAT THE COLLATERAL AGENT HAS HANDLED THE
DISPOSITION IN A COMMERCIALLY REASONABLE MANNER.
25
ARTICLE VII
Perfection of Security Interest
SECTION 7.1
PERFECTION BY FILING.
THIS AGREEMENT CONSTITUTES AN
AUTHENTICATED RECORD,
AND EACH GRANTOR HEREBY AUTHORIZES THE COLLATERAL AGENT,
PURSUANT TO THE PROVISIONS OF SECTIONS 2.1 AND 5.2, TO FILE ONE OR MORE
FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATIVE TO ALL OR
ANY PART OF THE COLLATERAL, IN SUCH FILING OFFICES AS THE COLLATERAL AGENT SHALL
DEEM APPROPRIATE, INCLUDING RECORDING OF THE IP AGREEMENTS WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE,
THE UNITED STATES COPYRIGHT OFFICE, THE
CANADIAN INTELLECTUAL PROPERTY OFFICE AND THE CANADIAN INDUSTRIAL DESIGN OFFICE,
AND THE GRANTORS SHALL PAY THE COLLATERAL AGENT'S REASONABLE COSTS AND EXPENSES
INCURRED IN CONNECTION THEREWITH.
EACH GRANTOR HEREBY FURTHER AGREES THAT A
CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS AGREEMENT SHALL BE
SUFFICIENT AS A FINANCING STATEMENT AND MAY BE FILED AS A FINANCING STATEMENT IN
ANY AND ALL JURISDICTIONS.
SECTION 7.2
OTHER PERFECTION, ETC.
THE GRANTORS SHALL AT ANY
TIME AND FROM TIME TO TIME TAKE SUCH STEPS AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST FOR THE COLLATERAL AGENT (A) TO OBTAIN AN ACKNOWLEDGMENT, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, OF ANY
BAILEE HAVING POSSESSION OF ANY OF THE COLLATERAL THAT THE BAILEE HOLDS SUCH
COLLATERAL FOR THE COLLATERAL AGENT, (B) TO OBTAIN "CONTROL" OF ANY DEPOSIT
ACCOUNTS, SECURITIES ACCOUNTS, CONCENTRATION ACCOUNTS, LETTER-OF-CREDIT RIGHTS,
INVESTMENT PROPERTY, OR ELECTRONIC CHATTEL PAPER, WITH ANY AGREEMENTS
ESTABLISHING CONTROL TO BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COLLATERAL
AGENT (AND WHICH MAY ALSO BE FOR THE BENEFIT OF THE AGENT FOR THE TERM LOAN),
AND (C) OTHERWISE TO INSURE THE CONTINUED PERFECTION OF THE COLLATERAL AGENT'S
SECURITY INTEREST IN ANY OF THE COLLATERAL WITH THE PRIORITY DESCRIBED IN
SECTION 3.3 AND OF THE PRESERVATION OF ITS RIGHTS THEREIN. THE GRANTORS
ACKNOWLEDGE THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED THEREIN, THE