TO THE FIRST DATE ON WHICH ANY INTEREST OR
FEES ARE PAYABLE BY ANY BORROWER HEREUNDER FOR THE ACCOUNT OF SUCH PAYEE;
(II) EACH PAYEE SHALL DELIVER SUCH VALID WITHHOLDING CERTIFICATE AT LEAST FIVE
(5) BUSINESS DAYS BEFORE THE EFFECTIVE DATE OF SUCH ASSIGNMENT OR PARTICIPATION
(UNLESS AGENT IN ITS SOLE DISCRETION SHALL PERMIT SUCH PAYEE TO DELIVER SUCH
WITHHOLDING CERTIFICATE LESS THAN FIVE (5) BUSINESS DAYS BEFORE SUCH DATE IN
WHICH CASE IT SHALL BE DUE ON THE DATE SPECIFIED BY AGENT).
EACH PAYEE WHICH SO
DELIVERS A VALID WITHHOLDING CERTIFICATE FURTHER UNDERTAKES TO DELIVER TO
BORROWING AGENT AND AGENT TWO (2) ADDITIONAL COPIES OF SUCH WITHHOLDING
CERTIFICATE (OR A SUCCESSOR FORM) ON OR BEFORE THE DATE THAT SUCH WITHHOLDING
CERTIFICATE EXPIRES OR BECOMES OBSOLETE OR AFTER THE OCCURRENCE OF ANY EVENT
REQUIRING A CHANGE IN THE MOST RECENT WITHHOLDING CERTIFICATE SO DELIVERED BY
IT, AND SUCH AMENDMENTS THERETO OR EXTENSIONS OR RENEWALS THEREOF AS MAY BE
REASONABLY REQUESTED BY BORROWING AGENT OR AGENT.
(C)
NOTWITHSTANDING THE SUBMISSION OF A WITHHOLDING CERTIFICATE
CLAIMING A REDUCED RATE OF OR EXEMPTION FROM U.S. WITHHOLDING TAX REQUIRED UNDER
SECTION 3.11(B) HEREOF, AGENT SHALL BE ENTITLED TO WITHHOLD UNITED STATES
FEDERAL INCOME TAXES AT THE FULL 30% WITHHOLDING RATE IF IN ITS REASONABLE
JUDGMENT IT IS REQUIRED TO DO SO UNDER THE DUE DILIGENCE
46
REQUIREMENTS IMPOSED UPON A WITHHOLDING AGENT UNDER §1.1441-7(B) OF THE
REGULATIONS.
FURTHER, AGENT IS INDEMNIFIED UNDER §1.1461-1(E) OF THE
REGULATIONS AGAINST ANY CLAIMS AND DEMANDS OF ANY PAYEE FOR THE AMOUNT OF ANY
TAX IT DEDUCTS AND WITHHOLDS IN ACCORDANCE WITH REGULATIONS UNDER §1441 OF THE
CODE.
IV.
COLLATERAL:
GENERAL TERMS
4.1.
SECURITY INTEREST IN THE COLLATERAL.
TO SECURE THE PROMPT PAYMENT
AND PERFORMANCE TO AGENT AND EACH LENDER OF THE OBLIGATIONS, EACH BORROWER
HEREBY ASSIGNS, PLEDGES AND GRANTS TO AGENT FOR ITS BENEFIT AND FOR THE RATABLE
BENEFIT OF EACH LENDER A CONTINUING SECURITY INTEREST IN AND TO AND LIEN ON ALL
OF ITS COLLATERAL, WHETHER NOW OWNED OR EXISTING OR HEREAFTER ACQUIRED OR
ARISING AND WHERESOEVER LOCATED.
EACH BORROWER SHALL MARK ITS BOOKS AND RECORDS
AS MAY BE NECESSARY OR APPROPRIATE TO EVIDENCE AGENT'S SECURITY INTEREST AND
SHALL CAUSE ITS FINANCIAL STATEMENTS TO REFLECT SUCH SECURITY INTEREST.
4.2.
PERFECTION OF SECURITY INTEREST.
EACH BORROWER SHALL TAKE ALL
ACTION THAT MAY BE NECESSARY OR DESIRABLE, OR THAT AGENT MAY REASONABLY REQUEST,
SO AS AT ALL TIMES TO MAINTAIN THE VALIDITY, PERFECTION, ENFORCEABILITY AND
PRIORITY OF AGENT'S SECURITY INTEREST IN AND LIEN ON THE COLLATERAL OR TO ENABLE
AGENT TO PROTECT, EXERCISE OR ENFORCE ITS RIGHTS HEREUNDER AND IN THE COLLATERAL
(OTHER THAN EXCLUDED PERSONAL PROPERTY AND SPECIFIED EQUITY INTERESTS),
INCLUDING, BUT NOT LIMITED TO, (I) IMMEDIATELY DISCHARGING ALL LIENS ON THE
COLLATERAL OTHER THAN PERMITTED ENCUMBRANCES, (II) OBTAINING LIEN WAIVER
AGREEMENTS, (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