SUCH DEPOSITS OR OTHER SUMS TO THE EXTENT ANY SUCH PAYMENT
IS NOT MADE TO THE ADMINISTRATIVE AGENT OR ANY LENDER BY SUCH LENDER, AFFILIATE
OR PARTICIPANT.
67
SECTION 7.2
CONTINUED PRIORITY OF SECURITY INTEREST.
(A)
THE SECURITY INTEREST GRANTED BY THE BORROWER SHALL AT ALL TIMES
BE VALID, PERFECTED AND ENFORCEABLE AGAINST THE BORROWER AND ALL THIRD PARTIES
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AS SECURITY FOR THE SECURED
OBLIGATIONS, AND THE COLLATERAL SHALL NOT AT ANY TIME BE SUBJECT TO ANY LIENS
THAT ARE PRIOR TO, ON A PARITY WITH OR JUNIOR TO THE SECURITY INTEREST, OTHER
THAN PERMITTED LIENS.
(B)
THE BORROWER SHALL, AT ITS SOLE COST AND EXPENSE, TAKE ALL ACTION
THAT MAY BE NECESSARY OR DESIRABLE, OR THAT THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST, SO AS AT ALL TIMES TO MAINTAIN THE VALIDITY, PERFECTION,
ENFORCEABILITY AND RANK OF THE SECURITY INTEREST IN THE COLLATERAL IN CONFORMITY
WITH THE REQUIREMENTS OF SECTION 7.2(A) OR TO ENABLE THE ADMINISTRATIVE AGENT TO
EXERCISE OR ENFORCE ITS RIGHTS HEREUNDER, INCLUDING, BUT NOT LIMITED TO:
(I)
PAYING ALL TAXES, ASSESSMENTS AND OTHER CLAIMS LAWFULLY LEVIED OR
ASSESSED ON ANY OF THE COLLATERAL, EXCEPT TO THE EXTENT THAT SUCH TAXES,
ASSESSMENTS AND OTHER CLAIMS CONSTITUTE PERMITTED LIENS,
(II)
DILIGENTLY SEEKING TO OBTAIN, AFTER THE AGREEMENT DATE,
LANDLORDS', MORTGAGEES' OR MECHANICS' RELEASES, SUBORDINATIONS OR WAIVERS,
(III)
DELIVERING TO THE ADMINISTRATIVE AGENT, ENDORSED OR ACCOMPANIED
BY SUCH INSTRUMENTS OF ASSIGNMENT AS THE ADMINISTRATIVE AGENT MAY SPECIFY, AND
STAMPING OR MARKING IN SUCH MANNER AS THE ADMINISTRATIVE AGENT MAY SPECIFY, ANY
AND ALL CHATTEL PAPER, INSTRUMENTS, LETTERS AND ADVICES OF GUARANTY AND
DOCUMENTS EVIDENCING OR FORMING A PART OF THE COLLATERAL, AND
(IV)
EXECUTING AND DELIVERING FINANCING STATEMENTS, PLEDGES,
DESIGNATIONS, HYPOTHECATION'S, NOTICES AND ASSIGNMENTS, IN EACH CASE IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, RELATING TO THE CREATION,
VALIDITY, PERFECTION, MAINTENANCE OR CONTINUATION OF THE SECURITY INTEREST UNDER
THE UCC OR OTHER APPLICABLE LAW.
(C)
THE ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED TO FILE ONE OR MORE
FINANCING OR CONTINUATION STATEMENTS OR AMENDMENTS THERETO WITHOUT THE SIGNATURE
OF OR IN THE NAME OF THE BORROWER (OR ANY OF THEM) FOR ANY PURPOSE DESCRIBED IN
SECTION 7.2(B).
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS AGREEMENT
OR OF ANY OF THE SECURITY DOCUMENTS OR OF ANY FINANCING STATEMENT FILED IN
CONNECTION WITH THIS AGREEMENT IS SUFFICIENT AS A FINANCING STATEMENT TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
(D)
IF AND TO THE EXTENT SPECIFICALLY REQUESTED BY THE ADMINISTRATIVE
AGENT, THE BORROWER SHALL MARK ITS BOOKS AND RECORDS AS MAY BE NECESSARY OR
APPROPRIATE TO EVIDENCE, PROTECT AND PERFECT THE SECURITY INTEREST AND SHALL
CAUSE ITS FINANCIAL STATEMENTS TO REFLECT THE SECURITY INTEREST.
68
ARTICLE 8
COLLATERAL COVENANTS
Until the Revolving Credit Facility has been terminated and all the Secured
Obligations have been indefeasibly paid in full, unless the Lenders shall
otherwise consent in the manner provided in Section 15.10:
SECTION 8.1
COLLECTION OF RECEIVABLES.
(A)
THE BORROWER WILL CAUSE