and each Loan Party hereby further assigns, pledges, hypothecates and
grants to Agent for its benefit and for the ratable benefit of each Issuer,
Lender and Term Lender
38
a continuing security interest in and to all of its Collateral, whether now
owned or existing or hereafter acquired or arising and wheresoever located,
subject, however, to the provisions of Section 11.2 hereof.
Each Loan Party
shall mark its books and records as may be necessary or appropriate to evidence,
protect and perfect Agent's security interest and shall cause its financial
statements to reflect such security interest.
4.2.
Perfection of Security Interest.
(A)
EACH LOAN PARTY SHALL TAKE ALL ACTION THAT
MAY BE NECESSARY OR DESIRABLE, OR THAT AGENT MAY REQUEST, SO AS AT ALL TIMES TO
MAINTAIN THE VALIDITY, PERFECTION, ENFORCEABILITY AND PRIORITY OF AGENT'S
SECURITY INTEREST IN THE COLLATERAL OR TO ENABLE AGENT TO PROTECT, EXERCISE OR
ENFORCE ITS RIGHTS HEREUNDER AND IN THE COLLATERAL, INCLUDING, BUT NOT LIMITED
TO, (I) IMMEDIATELY DISCHARGING ALL LIENS OTHER THAN PERMITTED ENCUMBRANCES,
(II) OBTAINING LANDLORDS' OR MORTGAGEES' LIEN WAIVERS, (III) DELIVERING TO
AGENT, ENDORSED OR ACCOMPANIED BY SUCH INSTRUMENTS OF ASSIGNMENT AS AGENT MAY
SPECIFY, AND STAMPING OR MARKING, IN SUCH MANNER AS AGENT MAY SPECIFY, ANY AND
ALL CHATTEL PAPER, INSTRUMENTS, LETTERS OF CREDITS AND ADVICES THEREOF AND
DOCUMENTS EVIDENCING OR FORMING A PART OF THE COLLATERAL IN EXCESS OF $500,000,
(IV) ENTERING INTO LOCKBOX ARRANGEMENTS SATISFACTORY TO AGENT, AND (V) EXECUTING
AND DELIVERING FINANCING STATEMENTS, INSTRUMENTS OF PLEDGE, MORTGAGES, NOTICES
AND ASSIGNMENTS, IN EACH CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
AGENT, RELATING TO THE CREATION, VALIDITY, PERFECTION, MAINTENANCE OR
CONTINUATION OF AGENT'S SECURITY INTEREST UNDER THE UCC OR OTHER APPLICABLE LAW.
(B)
AGENT MAY AT ANY TIME AND FROM TIME TO TIME
FILE, WITHOUT THE SIGNATURE OF ANY LOAN PARTY IN ACCORDANCE WITH SECTION 9-509
OF THE UCC, FINANCING STATEMENTS, CONTINUATION STATEMENTS AND AMENDMENTS THERETO
THAT DESCRIBE THE COLLATERAL AS "ALL ASSETS" OF THE APPLICABLE LOAN PARTY AND
WHICH CONTAIN ANY OTHER INFORMATION REQUIRED BY THE UCC FOR THE SUFFICIENCY OR
FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENTS, CONTINUATION STATEMENTS OR
AMENDMENTS.
EACH LOAN PARTY AGREES TO FURNISH ANY SUCH INFORMATION TO AGENT
PROMPTLY UPON REQUEST.
(C)
EACH LOAN PARTY SHALL, AT ANY TIME AND FROM
TIME TO TIME, TAKE SUCH STEPS AS AGENT MAY REASONABLY REQUEST (I) TO OBTAIN AN
ACKNOWLEDGMENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, OF ANY
BAILEE HAVING POSSESSION OF ANY OF THE COLLATERAL, STATING THAT THE BAILEE HOLDS
SUCH COLLATERAL FOR AGENT, (II) TO OBTAIN "CONTROL" OF ANY LETTER-OF-CREDIT
RIGHTS, DEPOSIT ACCOUNTS OR ELECTRONIC CHATTEL PAPER (AS SUCH TERMS ARE DEFINED
IN THE UCC WITH CORRESPONDING PROVISIONS THEREOF DEFINING WHAT CONSTITUTES
"CONTROL" FOR SUCH ITEMS OF COLLATERAL), WITH ANY AGREEMENTS ESTABLISHING
CONTROL TO BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, AND
(III) OTHERWISE TO INSURE THE CONTINUED PERFECTION AND PRIORITY OF AGENT'S
SECURITY INTEREST IN ANY OF THE COLLATERAL FOR THE BENEFIT OF THE LENDERS AND
TERM LENDER