THE TERMS OF THE BANK CREDIT AGREEMENT, OR AFTER THE OBLIGATIONS
HAVE BEEN ACCELERATED OR OTHERWISE BECOME DUE AND PAYABLE, IN ACCORDANCE WITH
SECTION 9.4 HEREOF. EACH ASSIGNOR ASSUMES ALL LIABILITY AND RESPONSIBILITY IN
CONNECTION WITH THE COLLATERAL ACQUIRED BY IT AND THE LIABILITY OF SUCH ASSIGNOR
TO PAY THE OBLIGATIONS SHALL IN NO WAY BE AFFECTED OR DIMINISHED BY REASON OF
THE FACT THAT SUCH COLLATERAL MAY BE LOST, DESTROYED, STOLEN, DAMAGED OR FOR ANY
REASON WHATSOEVER UNAVAILABLE TO SUCH ASSIGNOR.
8.2.
WAREHOUSE RECEIPTS NON-NEGOTIABLE.
EACH ASSIGNOR 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).
8.3.
ADDITIONAL INFORMATION.
EACH ASSIGNOR WILL, AT ITS OWN EXPENSE, FROM TIME
TO TIME UPON THE REASONABLE REQUEST OF THE COLLATERAL AGENT, PROMPTLY FURNISH TO
THE COLLATERAL AGENT SUCH INFORMATION WITH RESPECT TO THE COLLATERAL (INCLUDING
THE IDENTITY OF THE COLLATERAL OR SUCH
19
COMPONENTS THEREOF AS MAY HAVE BEEN REQUESTED BY THE COLLATERAL AGENT, THE
LOCATION OF SUCH COLLATERAL, ETC.) AS MAY BE REQUESTED BY THE COLLATERAL AGENT.
WITHOUT LIMITING THE FORGOING, EACH ASSIGNOR AGREES THAT IT SHALL PROMPTLY
FURNISH TO THE COLLATERAL AGENT SUCH UPDATED ANNEXES HERETO AS MAY FROM TIME TO
TIME BE REASONABLY REQUESTED BY THE COLLATERAL AGENT.
8.4.
FURTHER ACTIONS.
EACH ASSIGNOR WILL, AT ITS OWN EXPENSE, MAKE, EXECUTE,
ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL 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 COLLATERAL AGENT DEEMS REASONABLY
APPROPRIATE OR ADVISABLE TO PERFECT, PRESERVE OR PROTECT ITS SECURITY INTEREST
IN THE COLLATERAL.
8.5.
FINANCING STATEMENTS.
EACH ASSIGNOR HEREBY IRREVOCABLY AUTHORIZES
COLLATERAL AGENT AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY FILING OFFICE
IN ANY UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS AND
AMENDMENTS THERETO THAT (A) INDICATE THE COLLATERAL (I) AS ALL ASSETS OR ALL
PERSONAL PROPERTY OF SUCH ASSIGNOR OR WORDS OF SIMILAR EFFECT, REGARDLESS OF
WHETHER ANY PARTICULAR ASSET COMPRISED IN THE COLLATERAL FALLS WITHIN THE SCOPE
OF ARTICLE 9 OF THE UCC OR SUCH JURISDICTION, OR (II) AS BEING OF AN EQUAL OR
LESSER SCOPE OR WITH GREATER DETAIL, AND (B) CONTAIN ANY OTHER INFORMATION
REQUIRED BY PART 5 OF ARTICLE 9 OF THE UCC FOR THE SUFFICIENCY OR FILING OFFICE
ACCEPTANCE OF ANY FINANCING STATEMENT OR AMENDMENT, INCLUDING (I) WHETHER SUCH
ASSIGNOR IS AN ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY