SUCH INSTRUMENTS OF
ASSIGNMENT.
SUCH RECORDINGS AND FILINGS AND ALL OTHER ACTION NECESSARY OR
DESIRABLE TO PERFECT AND PROTECT SUCH SECURITY INTEREST HAVE BEEN DULY TAKEN,
EXCEPT FOR THE COLLATERAL AGENT'S HAVING POSSESSION OF INSTRUMENTS AND CASH
CONSTITUTING COLLATERAL AFTER THE DATE HEREOF AND THE OTHER FILINGS AND
RECORDATIONS DESCRIBED IN SECTION 4(I) HEREOF.
(K)
AS OF THE DATE HEREOF, SUCH GRANTOR DOES
NOT HOLD ANY COMMERCIAL TORT CLAIMS NOR IS AWARE OF ANY SUCH PENDING CLAIMS,
EXCEPT FOR SUCH CLAIMS DESCRIBED IN SCHEDULE VI.
(L)
EACH OF THE EXISTING SUBSIDIARIES IS A
WHOLLY-OWNED SUBSIDIARY OF BVI AND ARE THE ONLY MATERIAL FOREIGN SUBSIDIARIES OF
BVI, AS OF THE DATE HEREOF, AND EACH OF BVI'S DOMESTIC SUBSIDIARIES IN EXISTENCE
AS OF THE DATE HEREOF ARE INACTIVE AND HAVE NO ASSETS, OPERATIONS OR INCOME.
8
(M)
NO GRANTOR OWNS ANY INDIVIDUAL MOTOR VEHICLE
HAVING AN ORIGINAL PURCHASE PRICE OF $50,000 OR MORE, AND THE AGGREGATE PURCHASE
PRICE OF ALL MOTOR VEHICLES OWNED BY ALL OF THE GRANTORS IS LESS THAN $250,000.
SECTION 5.
COVENANTS AS TO THE COLLATERAL.
SO
LONG AS ANY OF THE OBLIGATIONS SHALL REMAIN OUTSTANDING, UNLESS THE COLLATERAL
AGENT SHALL OTHERWISE CONSENT IN WRITING:
(A)
FURTHER ASSURANCES.
EACH GRANTOR WILL AT
ITS EXPENSE, AT ANY TIME AND FROM TIME TO TIME, PROMPTLY EXECUTE AND DELIVER ALL
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL FURTHER ACTION THAT THE
COLLATERAL AGENT MAY REASONABLY REQUEST IN ORDER TO:
(I) PERFECT AND PROTECT
ANY DOMESTIC OR MATERIAL FOREIGN SECURITY INTEREST PURPORTED TO BE CREATED
HEREBY UNDER UNITED STATES LAW OR THE LAWS OF ANY OTHER APPLICABLE JURISDICTION,
INCLUDING (WITHOUT LIMITATION) PROVIDING APPLICABLE OPINIONS OF COUNSEL;
(II) ENABLE THE COLLATERAL AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES
HEREUNDER IN RESPECT OF ANY DOMESTIC OR MATERIAL FOREIGN COLLATERAL; OR
(III) OTHERWISE EFFECT THE PURPOSES OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION:
(A) MARKING CONSPICUOUSLY ALL CHATTEL PAPER AND EACH LICENSE AND,
AT THE REQUEST OF THE COLLATERAL AGENT, EACH OF ITS RECORDS PERTAINING TO ANY
DOMESTIC OR MATERIAL FOREIGN COLLATERAL WITH A LEGEND, IN FORM AND SUBSTANCE
SATISFACTORY TO THE COLLATERAL AGENT, INDICATING THAT SUCH CHATTEL PAPER,
LICENSE OR COLLATERAL IS SUBJECT TO THE SECURITY INTEREST CREATED HEREBY, (B)
DELIVERING AND PLEDGING TO THE COLLATERAL AGENT HEREUNDER EACH PROMISSORY NOTE,
SECURITY, CHATTEL PAPER OR OTHER INSTRUMENT CONSTITUTING DOMESTIC OR MATERIAL
FOREIGN COLLATERAL, NOW OR HEREAFTER OWNED BY SUCH GRANTOR, DULY ENDORSED AND
ACCOMPANIED BY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT, (C) EXECUTING AND FILING (TO THE
EXTENT, IF ANY, THAT SUCH GRANTOR'S SIGNATURE IS REQUIRED THEREON) OR
AUTHENTICATING THE FILING OF, SUCH FINANCING OR CONTINUATION STATEMENTS, OR
AMENDMENTS THERETO, AS MAY BE NECESSARY OR DESIRABLE OR THAT THE COLLATERAL
AGENT MAY REQUEST IN ORDER TO PERFECT AND PRESERVE THE SECURITY INTEREST IN ANY
DOMESTIC OR MATERIAL FOREIGN COLLATERAL PURPORTED TO BE CREATED HEREBY,
(D) FURNISHING TO THE COLLATERAL AGENT FROM TIME TO TIME STATEMENTS AND
SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL