OF EACH PLEDGOR HEREUNDER SHALL
REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF ANY NEW
GUARANTOR AND PLEDGOR AS A PARTY TO THIS AGREEMENT.
SECTION 3.6.
SUPPLEMENTS; FURTHER ASSURANCES.
EACH PLEDGOR SHALL
TAKE SUCH FURTHER ACTIONS, AND EXECUTE AND/OR DELIVER TO THE COLLATERAL AGENT
SUCH ADDITIONAL FINANCING STATEMENTS, AMENDMENTS, ASSIGNMENTS, AGREEMENTS,
SUPPLEMENTS, POWERS AND INSTRUMENTS, AS THE COLLATERAL AGENT MAY IN ITS
REASONABLE JUDGMENT DEEM NECESSARY OR APPROPRIATE IN ORDER TO CREATE, PERFECT,
PRESERVE AND PROTECT THE SECURITY INTEREST IN THE PLEDGED COLLATERAL AS PROVIDED
HEREIN AND THE RIGHTS AND INTERESTS GRANTED TO THE COLLATERAL AGENT HEREUNDER,
TO CARRY INTO EFFECT THE PURPOSES HEREOF OR BETTER TO ASSURE AND CONFIRM THE
VALIDITY, ENFORCEABILITY AND PRIORITY OF THE COLLATERAL AGENT'S SECURITY
INTEREST IN THE PLEDGED COLLATERAL OR PERMIT THE COLLATERAL AGENT TO EXERCISE
AND ENFORCE ITS RIGHTS, POWERS AND REMEDIES HEREUNDER WITH RESPECT TO ANY
PLEDGED COLLATERAL, INCLUDING THE FILING OF FINANCING STATEMENTS, CONTINUATION
STATEMENTS AND OTHER DOCUMENTS (INCLUDING THIS AGREEMENT) UNDER THE UNIFORM
COMMERCIAL CODE (OR OTHER SIMILAR LAWS) IN EFFECT IN ANY JURISDICTION WITH
RESPECT TO THE SECURITY INTEREST CREATED HEREBY, ALL IN FORM REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT AND IN SUCH OFFICES (INCLUDING THE UNITED
STATES PATENT AND TRADEMARK OFFICE AND THE UNITED STATES COPYRIGHT OFFICE)
WHEREVER REQUIRED BY LAW TO PERFECT, CONTINUE AND MAINTAIN THE VALIDITY,
ENFORCEABILITY AND PRIORITY OF THE SECURITY INTEREST IN THE PLEDGED COLLATERAL
AS PROVIDED HEREIN AND TO PRESERVE THE OTHER RIGHTS AND INTERESTS GRANTED TO THE
COLLATERAL AGENT HEREUNDER, AS AGAINST THIRD PARTIES, WITH RESPECT TO THE
PLEDGED COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH
PLEDGOR SHALL MAKE, EXECUTE, ENDORSE, ACKNOWLEDGE, FILE OR REFILE AND/OR DELIVER
TO THE COLLATERAL AGENT FROM TIME TO TIME UPON REASONABLE REQUEST BY THE
COLLATERAL AGENT SUCH LISTS, SCHEDULES, DESCRIPTIONS AND DESIGNATIONS OF THE
13
PLEDGED COLLATERAL, COPIES OF WAREHOUSE RECEIPTS, RECEIPTS IN THE NATURE OF
WAREHOUSE RECEIPTS, BILLS OF LADING, DOCUMENTS OF TITLE, VOUCHERS, INVOICES,
SCHEDULES, CONFIRMATORY ASSIGNMENTS, SUPPLEMENTS, ADDITIONAL SECURITY
AGREEMENTS, CONVEYANCES, FINANCING STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF
ATTORNEY, CERTIFICATES, REPORTS AND OTHER ASSURANCES OR INSTRUMENTS AS THE
COLLATERAL AGENT SHALL REASONABLY REQUEST.
IF AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, THE COLLATERAL AGENT MAY INSTITUTE AND MAINTAIN, IN ITS OWN
NAME OR IN THE NAME OF ANY PLEDGOR, SUCH SUITS AND PROCEEDINGS AS THE COLLATERAL
AGENT MAY BE ADVISED BY COUNSEL SHALL BE NECESSARY OR EXPEDIENT TO PREVENT ANY
IMPAIRMENT OF THE SECURITY INTEREST IN OR THE PERFECTION THEREOF IN THE PLEDGED
COLLATERAL.
ALL OF THE FOREGOING SHALL BE AT THE SOLE COST AND EXPENSE OF THE
PLEDGORS.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Each Pledgor represents, warrants and covenants as follows:
SECTION 4.1.
TITLE.
EXCEPT FOR THE SECURITY INTEREST GRANTED TO
THE COLLATERAL AGENT FOR THE RATABLE BENEFIT OF THE SECURED PARTIES PURSUANT TO
THIS AGREEMENT AND PERMITTED LIENS, SUCH PLEDGOR OWNS AND HAS RIGHTS AND, AS TO
PLEDGED COLLATERAL ACQUIRED BY IT FROM TIME TO TIME AFTER THE DATE HEREOF, WILL
OWN AND HAVE