ADMINISTRATIVE AGENT WAREHOUSE RECEIPTS, BILLS OF LADING OR ANY SIMILAR
DOCUMENTS RELATING TO SUCH COLLATERAL TOGETHER WITH AN EFFECTIVE
10
ENDORSEMENT AND ASSIGNMENT (WHICH DOCUMENTS MAY INCLUDE, WITHOUT LIMITATION,
LIEN SUBORDINATIONS OF SUCH THIRD PARTIES AND, IN THE CASE OF LEASED LOCATIONS,
LANDLORD AGREEMENTS, IN EACH CASE, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT); PROVIDED THAT IF SUCH GRANTOR IS NOT ABLE TO
OBTAIN SUCH AGREEMENT AND CAUSE THE DELIVERY OF SUCH ITEMS, THE ADMINISTRATIVE
AGENT, IN ITS SOLE DISCRETION, MAY REQUIRE SUCH EXCESS COLLATERAL TO BE MOVED TO
ANOTHER LOCATION SPECIFIED THEREBY; AND (B) THE ADMINISTRATIVE AGENT MAY REQUIRE
THAT EACH GRANTOR PERFECT AND PROTECT SUCH GRANTOR'S OWNERSHIP INTERESTS IN ALL
INVENTORY STORED WITH A CONSIGNEE AGAINST CREDITORS OF THE CONSIGNEE BY FILING
AND MAINTAINING FINANCING STATEMENTS AGAINST THE CONSIGNEE REFLECTING THE
CONSIGNMENT ARRANGEMENT FILED IN ALL APPROPRIATE FILING OFFICES, PROVIDING ANY
WRITTEN NOTICES REQUIRED TO NOTIFY ANY PRIOR CREDITORS OF THE CONSIGNEE OF THE
CONSIGNMENT ARRANGEMENT, AND TAKING SUCH OTHER ACTIONS AS MAY BE APPROPRIATE TO
PERFECT AND PROTECT SUCH GRANTOR'S INTERESTS IN SUCH INVENTORY UNDER SECTION
2-326, SECTION 9-103, SECTION 9-324 AND SECTION 9-505 OF THE UCC OR OTHERWISE.
ALL SUCH FINANCING STATEMENTS FILED PURSUANT TO THIS SECTION 4.6(B) SHALL BE
ASSIGNED, ON THE FACE THEREOF, TO THE ADMINISTRATIVE AGENT, FOR THE RATABLE
BENEFIT OF ITSELF AND THE OTHER LENDERS.
SECTION 4.7.
FILING COVENANTS.
PURSUANT TO SECTION 9-509 OF THE UCC AND ANY
OTHER APPLICABLE LAW, EACH GRANTOR AUTHORIZES THE ADMINISTRATIVE AGENT TO FILE
OR RECORD FINANCING STATEMENTS AND OTHER FILING OR RECORDING DOCUMENTS OR
INSTRUMENTS WITH RESPECT TO THE COLLATERAL WITHOUT THE SIGNATURE OF SUCH GRANTOR
IN SUCH FORM AND IN SUCH OFFICES AS THE ADMINISTRATIVE AGENT DETERMINES
APPROPRIATE TO PERFECT THE SECURITY INTERESTS OF THE ADMINISTRATIVE AGENT UNDER
THIS AGREEMENT.
SUCH FINANCING STATEMENTS MAY DESCRIBE THE COLLATERAL IN THE
SAME MANNER AS DESCRIBED HEREIN OR MAY CONTAIN AN INDICATION OR DESCRIPTION OF
COLLATERAL THAT DESCRIBES SUCH PROPERTY IN ANY OTHER MANNER AS THE
ADMINISTRATIVE AGENT MAY DETERMINE, IN ITS SOLE DISCRETION, IS NECESSARY,
ADVISABLE OR PRUDENT TO ENSURE THE PERFECTION OF THE SECURITY INTEREST IN THE
COLLATERAL GRANTED HEREIN.
FURTHER, A PHOTOGRAPHIC OR OTHER REPRODUCTION OF
THIS AGREEMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT OR OTHER FILING OR
RECORDING DOCUMENT OR INSTRUMENT FOR FILING OR RECORDING IN ANY JURISDICTION.
GRANTOR HEREBY AUTHORIZES, RATIFIES AND CONFIRMS ALL FINANCING STATEMENTS AND
OTHER FILING OR RECORDING DOCUMENTS OR INSTRUMENTS FILED BY ADMINISTRATIVE AGENT
PRIOR TO THE DATE OF THIS AGREEMENT.
SECTION 4.8.
PLEDGED INVESTMENT PROPERTY; PARTNERSHIP/LLC INTERESTS.
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, NO
GRANTOR WILL (I) VOTE TO ENABLE, OR TAKE ANY OTHER ACTION TO PERMIT, ANY
APPLICABLE ISSUER TO ISSUE ANY PLEDGED INVESTMENT PROPERTY OR PARTNERSHIP/LLC
INTERESTS, EXCEPT FOR THOSE ADDITIONAL PLEDGED INVESTMENT PROPERTY OR
PARTNERSHIP/LLC INTERESTS THAT WILL BE SUBJECT TO THE SECURITY INTEREST GRANTED
HEREIN IN FAVOR OF THE ADMINISTRATIVE AGENT, OR (II) ENTER INTO ANY AGREEMENT OR
UNDERTAKING RESTRICTING THE RIGHT OR ABILITY OF