HAVE BEEN TAKEN, IN ORDER TO
PERFECT (AND MAINTAIN THE PERFECTION AND PRIORITY OF) THE SECURITY INTEREST
GRANTED HEREBY.
ARTICLE III
PROVISIONS CONCERNING ALL COLLATERAL
3.1
PROTECTION OF ADMINISTRATIVE AGENT'S SECURITY.
BORROWER WILL DO
NOTHING TO IMPAIR THE RIGHTS OF THE ADMINISTRATIVE AGENT IN THE COLLATERAL OTHER
THAN DISPOSITIONS, THE CREATION OF LIENS AND OTHER ENCUMBRANCES AND OTHER
ACTIONS PERMITTED HEREUNDER AND UNDER THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS.
3.2
WAREHOUSE RECEIPTS NON-NEGOTIABLE; THIRD-PARTY ACKNOWLEDGMENTS.
BORROWER AGREES THAT IF ANY WAREHOUSE RECEIPT OR RECEIPT IN THE NATURE OF A
WAREHOUSE RECEIPT IS ISSUED WITH RESPECT TO ANY OF ITS INVENTORY, SUCH WAREHOUSE
RECEIPT OR RECEIPT IN THE NATURE THEREOF SHALL NOT BE "NEGOTIABLE" (AS SUCH TERM
IS USED IN SECTION 7-104 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY
RELEVANT JURISDICTION OR UNDER OTHER RELEVANT LAW).
WHERE COLLATERAL WITH A
FAIR MARKET VALUE OF GREATER THAN $100,000 IS IN THE POSSESSION OF A THIRD
PARTY, BORROWER WILL JOIN WITH THE ADMINISTRATIVE AGENT IN NOTIFYING THE THIRD
PARTY OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST AND OBTAINING AN
ACKNOWLEDGMENT FROM THE THIRD PARTY THAT IT IS HOLDING THE COLLATERAL FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT.
3.3
FURTHER ACTIONS.
BORROWER WILL, AT ITS OWN EXPENSE, MAKE,
EXECUTE, ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE ADMINISTRATIVE AGENT
FROM TIME TO TIME SUCH LISTS, DESCRIPTIONS AND DESIGNATIONS OF ITS COLLATERAL,
WAREHOUSE RECEIPTS, RECEIPTS IN THE NATURE OF WAREHOUSE RECEIPTS, BILLS OF
LADING, DOCUMENTS OF TITLE, VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY
ASSIGNMENTS, CONVEYANCES, FINANCING STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF
ATTORNEY, CERTIFICATES, REPORTS AND OTHER ASSURANCES OR INSTRUMENTS AND TAKE
SUCH FURTHER STEPS RELATING TO THE COLLATERAL AND OTHER PROPERTY OR RIGHTS
COVERED BY THE SECURITY INTEREST HEREBY GRANTED, WHICH THE ADMINISTRATIVE AGENT
DEEMS REASONABLY APPROPRIATE OR ADVISABLE TO PERFECT, PRESERVE OR PROTECT ITS
SECURITY INTEREST IN THE COLLATERAL.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, SO LONG AS NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, THE ONLY OBLIGATION OF THE BORROWER
ARISING HEREUNDER IN CONNECTION WITH THE PERFECTION OF THE SECURITY INTERESTS
GRANTED IN THE COLLATERAL LISTED IN SECTIONS 1.1(A)(II) AND (V) ABOVE (AND
SECTION 1.1(A)(VI), BUT SOLELY TO THE EXTENT IT RELATES TO SECTIONS 1.1(A)(II)
AND (V)) SHALL BE TO DELIVER FINANCING STATEMENTS PURSUANT TO SECTION 3.4 BELOW.
3.4
FINANCING STATEMENTS.
BORROWER 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.
BORROWER WILL PAY ANY APPLICABLE FILING FEES, RECORDATION TAXES AND RELATED
EXPENSES RELATING TO ITS COLLATERAL.