OPINION OF COUNSEL OR OTHER
EVIDENCE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT TO THE EFFECT THAT ALL
FINANCING AND CONTINUATION STATEMENTS AND AMENDMENTS OR SUPPLEMENTS THERETO (AND
SIMILAR DOCUMENTS AND FILINGS UNDER THE LAW OF ANY RELEVANT JURISDICTION) HAVE
BEEN FILED IN THE APPROPRIATE FILING OFFICE OR OFFICES, AND ALL OTHER ACTIONS
(INCLUDING THE PAYMENT OF ALL FILING FEES AND TAXES, IF ANY, PAYABLE IN
CONNECTION WITH SUCH FILINGS) HAVE BEEN TAKEN, IN ORDER TO PERFECT (AND MAINTAIN
THE PERFECTION AND PRIORITY OF) THE SECURITY INTEREST GRANTED HEREBY (SUBJECT
ONLY TO PERMITTED LIENS) IN RESPECT OF THE TYPES OF COLLATERAL REFERRED TO IN
SECTION 2.1(1).
(H)
UNITS.
SUBJECT TO SECTION 11.19(A) OF THE
AMENDED AND RESTATED CREDIT AGREEMENT AND SECTION 4.1(A), TO THE EXTENT ANY UNIT
IS, OR UNDER APPLICABLE LAW IS REQUIRED TO BE, COVERED BY ANY UNIT CERTIFICATE
AND TO THE EXTENT THAT ANY ACTION UNDER ANY APPLICABLE LAW IN LIEU OF OR IN
ADDITION TO THE FILING OF FINANCING STATEMENTS UNDER THE PPSA OR ANY OTHER
PERSONAL PROPERTY SECURITY LEGISLATION ENACTED IN ANY RELEVANT JURISDICTION ARE
REQUIRED TO BE TAKEN SO THAT THE SECURITY INTERESTS IN THE RESPECTIVE UNITS
CREATED PURSUANT TO THIS SECURITY AGREEMENT ARE FULLY PERFECTED UNDER SUCH LAW,
ALL SUCH ACTIONS HAVE BEEN TAKEN.
SUBJECT TO SECTION 11.19(A) OF THE AMENDED
AND RESTATED CREDIT AGREEMENT AND SECTION 4.1(A), IN THE EVENT ANY CHANGE IN
APPLICABLE LAW IN ANY RELEVANT JURISDICTION WHERE ANY UNIT IS LOCATED, OR A
DECISION, OPINION, RULING, REGULATION, DECREE OR ORDER OF A COURT, OR
ADMINISTRATIVE, REGULATORY OR GOVERNMENTAL AUTHORITY, OF ANY RELEVANT
JURISDICTION IN WHICH ANY UNIT IS LOCATED (WHETHER INVOLVING THE OBLIGOR OR ANY
UNRELATED THIRD PERSON) SHALL RENDER ANY OF THE INFORMATION PROVIDED PURSUANT TO
THE PRECEDING SENTENCE INACCURATE IN ANY RESPECT, THEN THE OBLIGOR SHALL INFORM
(IN WRITING) THE COLLATERAL AGENT OF THE RESPECTIVE CHANGE AND SHALL PROMPTLY
TAKE SUCH ACTIONS OR CAUSE SUCH ACTIONS TO BE TAKEN AS THE COLLATERAL AGENT
SHALL REQUEST IN ORDER TO CREATE, MAINTAIN, ESTABLISH OR PRESERVE THE PERFECTION
OF THE SECURITY INTEREST OF THE COLLATERAL AGENT IN SUCH UNIT.
SUBJECT TO
SECTION 11.19(A) OF THE AMENDED AND RESTATED CREDIT AGREEMENT AND
SECTION 4.1(A), AS NEW UNITS ARE ACQUIRED AFTER THE DATE OF THIS SECURITY
AGREEMENT, OR TO THE EXTENT THAT UNITS ARE MOVED TO DIFFERENT JURISDICTIONS
AFTER THE DATE OF THIS SECURITY
-31-
AGREEMENT, THE OBLIGOR SHALL TAKE ALL ACTIONS WITH RESPECT THERETO (INCLUDING,
TO THE EXTENT REQUIRED UNDER APPLICABLE LAW, CAUSING A UNIT CERTIFICATE TO BE
ISSUED WHICH CONTAINS A NOTATION OF THE SECURITY INTEREST OF THE COLLATERAL
AGENT THEREON) AS SHALL BE REQUIRED UNDER APPLICABLE LAW TO ENSURE THAT THE
SECURITY INTERESTS OF THE COLLATERAL AGENT THEREIN ARE PERFECTED UNDER RELEVANT
LAW.
IMMEDIATELY UPON ANY REQUEST OF THE COLLATERAL AGENT MADE FOR THE PURPOSE
SET FORTH IN THIS SENTENCE, THE OBLIGOR SHALL PROVIDE THE SERIAL NUMBERS OR
VEHICLE IDENTIFICATION NUMBERS, AS APPLICABLE, FOR EACH UNIT AND SHALL PROMPTLY
TAKE SUCH ACTIONS OR CAUSE SUCH ACTIONS TO BE TAKEN