Issuer, each Lender
and Term Lender of the Obligations under the Original Financing Agreement and
under this Agreement, each Loan Party hereby ratifies, confirms, and
acknowledges its prior grant of security interest to Agent (for its benefit and
for the ratable benefit of each Issuer and each Lender) in and to all of its
Collateral, whether pursuant to the Original Financing Agreement or the Other
Documents, and each Loan Party hereby further assigns, pledges, hypothecates and
grants to Agent for its benefit and for the ratable benefit of each Issuer,
Lender and Term Lender a continuing security interest in and to all of its
Collateral, whether now owned or existing or hereafter acquired or arising and
wheresoever located, subject, however, to the provisions of Section 11.2
hereof.
Each Loan Party shall mark its books and records as may be necessary or
appropriate to evidence, protect and perfect Agent's security interest and shall
cause its financial statements to reflect such security interest.
4.2.
Perfection of Security Interest.
(A)
EACH LOAN PARTY SHALL TAKE ALL ACTION THAT MAY BE NECESSARY OR
DESIRABLE, OR THAT AGENT MAY REQUEST, SO AS AT ALL TIMES TO MAINTAIN THE
VALIDITY, PERFECTION, ENFORCEABILITY AND PRIORITY OF AGENT'S SECURITY INTEREST
IN THE COLLATERAL OR TO ENABLE AGENT TO PROTECT, EXERCISE OR ENFORCE ITS RIGHTS
HEREUNDER AND IN THE COLLATERAL, INCLUDING, BUT NOT LIMITED TO, (I) IMMEDIATELY
DISCHARGING ALL LIENS OTHER THAN PERMITTED ENCUMBRANCES, (II) OBTAINING
LANDLORDS' OR MORTGAGEES' LIEN WAIVERS, (III) DELIVERING TO AGENT, ENDORSED OR
ACCOMPANIED BY SUCH INSTRUMENTS OF ASSIGNMENT AS AGENT MAY SPECIFY, AND STAMPING
OR MARKING, IN SUCH MANNER AS AGENT MAY SPECIFY, ANY AND ALL CHATTEL PAPER,
INSTRUMENTS, LETTERS OF CREDITS AND ADVICES THEREOF AND DOCUMENTS EVIDENCING OR
FORMING A PART OF THE COLLATERAL IN EXCESS OF $500,000, (IV) ENTERING INTO
LOCKBOX ARRANGEMENTS SATISFACTORY TO AGENT, AND (V) EXECUTING AND DELIVERING
FINANCING STATEMENTS, INSTRUMENTS OF PLEDGE, MORTGAGES, NOTICES AND ASSIGNMENTS,
IN EACH CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, RELATING TO
THE CREATION, VALIDITY, PERFECTION, MAINTENANCE OR CONTINUATION OF AGENT'S
SECURITY INTEREST UNDER THE UCC OR OTHER APPLICABLE LAW.
(B)
AGENT MAY AT ANY TIME AND FROM TIME TO TIME FILE, WITHOUT THE
SIGNATURE OF ANY LOAN PARTY IN ACCORDANCE WITH SECTION 9-509 OF THE UCC,
FINANCING STATEMENTS, CONTINUATION STATEMENTS AND AMENDMENTS THERETO THAT
DESCRIBE THE COLLATERAL AS "ALL ASSETS" OF THE APPLICABLE LOAN PARTY AND WHICH
CONTAIN ANY OTHER INFORMATION REQUIRED BY THE UCC FOR THE SUFFICIENCY OR FILING
OFFICE ACCEPTANCE OF ANY FINANCING STATEMENTS, CONTINUATION STATEMENTS OR
AMENDMENTS.
EACH LOAN PARTY AGREES TO FURNISH ANY SUCH INFORMATION TO AGENT
PROMPTLY UPON REQUEST.
(C)
EACH LOAN PARTY SHALL, AT ANY TIME AND FROM TIME TO TIME, TAKE
SUCH STEPS AS AGENT MAY REASONABLY REQUEST (I) TO OBTAIN AN ACKNOWLEDGMENT, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, OF ANY BAILEE HAVING
POSSESSION OF ANY OF THE COLLATERAL, STATING THAT THE BAILEE HOLDS SUCH
COLLATERAL FOR AGENT, (II) TO OBTAIN "CONTROL" OF ANY LETTER-OF-CREDIT RIGHTS,
DEPOSIT ACCOUNTS OR ELECTRONIC CHATTEL PAPER