TRADEMARK OFFICE,
COPYRIGHT OR PATENT FILINGS AND ANY FILINGS OF FINANCING OR CONTINUATION
STATEMENTS UNDER THE UCC) THAT FROM TIME TO TIME MAY BE NECESSARY, OR THAT THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, IN ORDER TO CREATE, PRESERVE,
UPGRADE IN RANK (TO THE EXTENT REQUIRED HEREBY), PERFECT, CONFIRM OR VALIDATE
THE SECURITY INTERESTS OR TO ENABLE THE ADMINISTRATIVE AGENT TO OBTAIN THE FULL
BENEFITS OF THIS AGREEMENT, OR TO ENABLE THE ADMINISTRATIVE AGENT TO EXERCISE
AND ENFORCE ANY OF ITS RIGHTS, POWERS AND REMEDIES HEREUNDER WITH RESPECT TO ANY
OF ITS COLLATERAL.
EACH GRANTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO
EXECUTE AND FILE FINANCING STATEMENTS, FINANCING STATEMENT AMENDMENTS OR
CONTINUATION STATEMENTS ON BEHALF OF SUCH GRANTOR.
EACH GRANTOR AGREES THAT A
CARBON, PHOTOGRAPHIC, PHOTOSTATIC OR OTHER REPRODUCTION OF THIS AGREEMENT OR OF
A FINANCING STATEMENT IS SUFFICIENT AS A FINANCING STATEMENT.
GRANTORS SHALL
PAY THE COSTS OF, OR INCIDENTAL TO, ANY RECORDING OR FILING OF ANY FINANCING
STATEMENTS, FINANCING STATEMENT AMENDMENTS OR CONTINUATION STATEMENTS NECESSARY
IN THE SOLE DISCRETION OF THE ADMINISTRATIVE AGENT, TO PERFECT THE
ADMINISTRATIVE AGENT AND SECURED PARTIES' SECURITY INTEREST IN THE COLLATERAL.
(IV)
EXCEPT AS SET FORTH IN THE PERFECTION
CERTIFICATE ATTACHED HERETO AS SCHEDULE III, NO GRANTOR SHALL PERMIT ANY OF ITS
TANGIBLE ASSETS, INCLUDING WITHOUT LIMITATION, ITS INVENTORY AND EQUIPMENT, TO
BE IN THE POSSESSION OF ANY OTHER PERSON UNLESS PURSUANT TO AN AGREEMENT IN FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (A) SUCH PERSON HAS
ACKNOWLEDGED THAT (1) IT HOLDS POSSESSION OF SUCH INVENTORY, EQUIPMENT AND OTHER
TANGIBLE ASSETS, AS THE CASE MAY BE, FOR THE ADMINISTRATIVE AGENT'S BENEFIT,
SUBJECT TO THE ADMINISTRATIVE AGENT'S INSTRUCTIONS, AND (2) SUCH PERSON DOES NOT
HAVE A LIEN IN SUCH INVENTORY, EQUIPMENT OR OTHER TANGIBLE ASSETS, (B) SUCH
PERSON AGREES NOT TO HOLD SUCH INVENTORY, EQUIPMENT OR OTHER TANGIBLE ASSETS ON
BEHALF OF ANY OTHER PERSON AND (C) SUCH PERSON AGREES THAT, AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND UPON REQUEST BY THE
ADMINISTRATIVE AGENT TO ISSUE AND DELIVER TO THE ADMINISTRATIVE AGENT WAREHOUSE
RECEIPTS, BILLS OF LADING OR ANY
10
SIMILAR DOCUMENTS RELATING TO SUCH COLLATERAL IN THE ADMINISTRATIVE AGENT'S NAME
AND IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(V)
NO GRANTOR SHALL (A) SELL, TRANSFER, LEASE,
EXCHANGE, ASSIGN OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION, WARRANT OR OTHER
RIGHT WITH RESPECT TO, ANY OF ITS COLLATERAL OTHER THAN SALES OF ASSETS
PERMITTED UNDER SECTION 7.6 OF THE CREDIT AGREEMENT; OR (B) CREATE, INCUR OR
SUFFER TO EXIST ANY LIEN WITH RESPECT TO ANY COLLATERAL, EXCEPT FOR THE LIENS
EXPRESSLY PERMITTED UNDER SECTION 7.2 OF THE CREDIT AGREEMENT.
(VI)
EACH GRANTOR WILL, PROMPTLY UPON REQUEST,
PROVIDE TO THE ADMINISTRATIVE AGENT ALL INFORMATION AND EVIDENCE IT MAY
REASONABLY REQUEST CONCERNING THE COLLATERAL, TO ENABLE THE ADMINISTRATIVE AGENT
TO ENFORCE THE PROVISIONS OF THIS AGREEMENT.
(VII)
EACH GRANTOR SHALL TAKE ALL ACTIONS NECESSARY OR
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT IN ORDER TO MAINTAIN THE
PERFECTED STATUS