FINANCING STATEMENTS PURSUANT TO SECTION 3.4 BELOW.
3.4
FINANCING STATEMENTS.
EACH GUARANTOR AGREES TO DELIVER TO THE
ADMINISTRATIVE AGENT SUCH FINANCING STATEMENTS, IN FORM REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT, AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME
REASONABLY REQUEST OR AS ARE REASONABLY
NECESSARY (OR DESIRABLE IN THE
REASONABLE OPINION OF THE ADMINISTRATIVE AGENT) TO ESTABLISH AND MAINTAIN A
VALID, ENFORCEABLE, FIRST PRIORITY PERFECTED SECURITY INTEREST (SUBJECT ONLY TO
PERMITTED LIENS) IN THE COLLATERAL AS PROVIDED HEREIN AND THE OTHER RIGHTS AND
SECURITY CONTEMPLATED HEREBY ALL IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE
AS ENACTED IN ANY AND ALL RELEVANT JURISDICTIONS OR ANY OTHER RELEVANT LAW.
EACH GUARANTOR WILL PAY ANY APPLICABLE FILING FEES, RECORDATION TAXES AND
RELATED EXPENSES RELATING TO ITS COLLATERAL.
EACH GUARANTOR HEREBY AUTHORIZES
THE ADMINISTRATIVE AGENT TO FILE ANY SUCH UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS WITHOUT THE SIGNATURE OF SUCH GUARANTOR WHERE PERMITTED BY LAW.
ARTICLE IV
REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT
4.1
REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT.
EACH GUARANTOR
AGREES THAT, IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THEN
AND IN EVERY SUCH CASE, SUBJECT TO ANY MANDATORY REQUIREMENTS OF APPLICABLE LAW
THEN IN EFFECT, THE ADMINISTRATIVE AGENT, IN ADDITION TO ANY RIGHTS NOW OR
HEREAFTER EXISTING UNDER APPLICABLE LAW, SHALL HAVE ALL RIGHTS AS A SECURED
CREDITOR UNDER THE UNIFORM COMMERCIAL CODE IN ALL RELEVANT JURISDICTIONS AND
MAY:
(a)
personally, or by agents or attorneys, immediately take possession
of the Collateral or any part thereof, from such Guarantor or any other Person
who then has possession of any part thereof with or without notice or process of
law, and for that purpose may enter upon such Guarantor's premises where any of
the Collateral is located and remove the same and use in connection with such
removal any and all services, supplies, aids and other facilities of such
Guarantor; and
(b)
instruct the obligor or obligors on any agreement, instrument or
other obligation (including, without limitation, the Accounts and the Contracts)
constituting the Collateral to make any payment required by the terms of such
agreement, instrument or other obligation directly to the Administrative Agent
and may exercise any and all remedies of such Guarantor in respect of such
Collateral; and
(c)
sell, assign or otherwise liquidate, or direct such Guarantor to
sell, assign or otherwise liquidate, any or all of the Collateral or any part
thereof, and take possession of the proceeds of any such sale or liquidation;
and
(d)
take possession of the Collateral or any part thereof, by
directing such Guarantor in writing to deliver the same to the Administrative
Agent at any place or places reasonably designated by the Administrative Agent,
in which event such Guarantor shall at its own expense:
(i)
forthwith cause the same to be moved to the place or places so
designated by the Administrative Agent and there delivered to the Administrative
Agent, and
(ii)
store and keep any Collateral so delivered to the Administrative
Agent at such place