RESPECT TO SUCH NEW NAME, IT SHALL HAVE
TAKEN ALL ACTION TO MAINTAIN THE SECURITY INTEREST OF THE ADMINISTRATIVE AGENT
IN THE COLLATERAL INTENDED TO BE GRANTED HEREBY AT ALL TIMES FULLY PERFECTED AND
IN FULL FORCE AND EFFECT, (III) AT THE REASONABLE REQUEST OF THE ADMINISTRATIVE
AGENT, IT SHALL HAVE FURNISHED A CUSTOMARY OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT TO THE EFFECT THAT ALL
FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS OR SUPPLEMENTS THERETO HAVE
BEEN FILED IN THE APPROPRIATE FILING OFFICE OR OFFICES, AND (IV) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE THAT ALL OTHER ACTIONS
(INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF ALL FILING FEES AND TAXES, IF
ANY, PAYABLE IN CONNECTION WITH SUCH FILINGS) HAVE BEEN TAKEN, IN ORDER TO
PERFECT (AND MAINTAIN THE PERFECTION AND PRIORITY OF) THE SECURITY INTEREST
GRANTED HEREBY.
ARTICLE III
PROVISIONS CONCERNING ALL COLLATERAL
3.1
PROTECTION OF ADMINISTRATIVE AGENT'S SECURITY.
NO GUARANTOR WILL
DO ANYTHING TO IMPAIR THE RIGHTS OF THE ADMINISTRATIVE AGENT IN THE COLLATERAL
OTHER THAN DISPOSITIONS, THE CREATION OF LIENS AND OTHER ENCUMBRANCES AND OTHER
ACTIONS PERMITTED HEREUNDER AND UNDER THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS.
3.2
WAREHOUSE RECEIPTS NON-NEGOTIABLE; THIRD-PARTY ACKNOWLEDGMENTS.
EACH GUARANTOR AGREES THAT IF ANY WAREHOUSE RECEIPT OR RECEIPT IN THE NATURE OF
A WAREHOUSE RECEIPT IS ISSUED WITH RESPECT TO ANY OF ITS INVENTORY, SUCH
WAREHOUSE RECEIPT OR RECEIPT IN THE NATURE THEREOF SHALL NOT BE "NEGOTIABLE" (AS
SUCH TERM IS USED IN SECTION 7-104 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT
IN ANY RELEVANT JURISDICTION OR UNDER OTHER RELEVANT LAW).
WHERE COLLATERAL
WITH A FAIR MARKET VALUE OF GREATER THAN $100,000 IS IN THE POSSESSION OF A
THIRD PARTY, EACH GUARANTOR WILL JOIN WITH THE ADMINISTRATIVE AGENT IN NOTIFYING
THE THIRD PARTY OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST AND OBTAINING AN
ACKNOWLEDGMENT FROM THE THIRD PARTY THAT IT IS HOLDING THE COLLATERAL FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT.
3.3
FURTHER ACTIONS.
EACH GUARANTOR WILL, AT ITS OWN EXPENSE, MAKE,
EXECUTE, ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE ADMINISTRATIVE AGENT
FROM TIME TO TIME SUCH LISTS, DESCRIPTIONS AND DESIGNATIONS OF ITS COLLATERAL,
WAREHOUSE RECEIPTS, RECEIPTS IN THE NATURE OF WAREHOUSE RECEIPTS, BILLS OF
LADING, DOCUMENTS OF TITLE, VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY
ASSIGNMENTS, CONVEYANCES, FINANCING STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF
ATTORNEY, CERTIFICATES, REPORTS AND OTHER ASSURANCES OR INSTRUMENTS AND TAKE
SUCH FURTHER STEPS RELATING TO THE COLLATERAL AND OTHER PROPERTY OR RIGHTS
COVERED BY THE SECURITY INTEREST HEREBY GRANTED, WHICH THE ADMINISTRATIVE AGENT
DEEMS REASONABLY APPROPRIATE OR ADVISABLE TO PERFECT, PRESERVE OR PROTECT ITS
SECURITY INTEREST IN THE COLLATERAL.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, SO LONG AS NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, THE ONLY OBLIGATION OF ANY GUARANTOR
ARISING HEREUNDER IN CONNECTION WITH THE PERFECTION OF THE SECURITY INTERESTS
GRANTED IN THE COLLATERAL LISTED IN SECTIONS 1.1(A)(II) AND (V) ABOVE (AND
SECTION 1.1(A)(VI), BUT SOLELY TO THE EXTENT IT RELATES TO SECTIONS 1.1(A)(II)
AND (V)) SHALL BE TO DELIVER