WITHHOLDING
CERTIFICATE (OR A SUCCESSOR FORM) ON OR BEFORE THE DATE THAT SUCH WITHHOLDING
CERTIFICATE EXPIRES OR BECOMES OBSOLETE OR AFTER THE OCCURRENCE OF ANY EVENT
REQUIRING A CHANGE IN THE MOST RECENT WITHHOLDING CERTIFICATE SO DELIVERED BY
IT, AND SUCH AMENDMENTS THERETO OR EXTENSIONS OR RENEWALS THEREOF AS MAY BE
REASONABLY REQUESTED BY BORROWING AGENT OR AGENT.
(C)
NOTWITHSTANDING THE SUBMISSION OF A WITHHOLDING CERTIFICATE
CLAIMING A REDUCED RATE OF OR EXEMPTION FROM U.S. WITHHOLDING TAX REQUIRED UNDER
SECTION 3.11(B) HEREOF, AGENT SHALL BE ENTITLED TO WITHHOLD UNITED STATES
FEDERAL INCOME TAXES AT THE FULL THIRTY PERCENT (30%) WITHHOLDING RATE IF IN ITS
REASONABLE JUDGMENT IT IS REQUIRED TO DO SO UNDER THE DUE DILIGENCE REQUIREMENTS
IMPOSED UPON A WITHHOLDING AGENT UNDER §1.1441-7(B) OF THE REGULATIONS.
FURTHER, AGENT IS INDEMNIFIED UNDER §1.1461-1(E) OF THE REGULATIONS AGAINST ANY
CLAIMS AND DEMANDS OF ANY PAYEE FOR THE AMOUNT OF ANY TAX IT DEDUCTS AND
WITHHOLDS IN ACCORDANCE WITH REGULATIONS UNDER §1441 OF THE CODE.
IV.
COLLATERAL:
GENERAL TERMS
4.1.
SECURITY INTEREST IN THE COLLATERAL.
TO SECURE THE PROMPT PAYMENT
AND PERFORMANCE TO AGENT AND EACH LENDER OF THE OBLIGATIONS, EACH BORROWER
HEREBY ASSIGNS, PLEDGES AND GRANTS TO AGENT FOR ITS BENEFIT AND FOR THE RATABLE
BENEFIT OF EACH LENDER A CONTINUING SECURITY INTEREST IN AND TO AND LIEN ON ALL
OF ITS COLLATERAL, WHETHER NOW OWNED OR EXISTING OR HEREAFTER ACQUIRED OR
ARISING AND WHERESOEVER LOCATED.
EACH BORROWER 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.
EACH BORROWER
44
SHALL PROMPTLY PROVIDE AGENT WITH WRITTEN NOTICE OF ALL COMMERCIAL TORT CLAIMS,
SUCH NOTICE TO CONTAIN THE CASE TITLE TOGETHER WITH THE APPLICABLE COURT AND A
BRIEF DESCRIPTION OF THE CLAIM(S).
UPON DELIVERY OF EACH SUCH NOTICE, SUCH
BORROWER SHALL BE DEEMED TO HEREBY GRANT TO AGENT A SECURITY INTEREST AND LIEN
IN AND TO SUCH COMMERCIAL TORT CLAIMS AND ALL PROCEEDS THEREOF.
4.2.
PERFECTION OF SECURITY INTEREST.
EACH BORROWER 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 AND LIEN ON 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 LIEN WAIVER AGREEMENTS, (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, (IV) ENTERING INTO
WAREHOUSING, LOCKBOX AND OTHER CUSTODIAL ARRANGEMENTS SATISFACTORY TO AGENT, AND
(V) EXECUTING AND DELIVERING FINANCING STATEMENTS, CONTROL AGREEMENTS,
INSTRUMENTS OF PLEDGE, MORTGAGES, NOTICES AND ASSIGNMENTS, IN EACH CASE IN FORM
AND SUBSTANCE SATISFACTORY