CONNECTION THEREWITH.
NO GRANTOR
SHALL MERGE OR CONSOLIDATE INTO, OR TRANSFER ANY OF THE COLLATERAL TO, ANY OTHER
PERSON OTHER THAN ANOTHER GRANTOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
REQUIRED LENDERS.
(III)
EACH GRANTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT, ITS
COUNSEL OR ITS REPRESENTATIVE, AT ANY TIME AND FROM TIME TO TIME, TO FILE
FINANCING STATEMENTS AND AMENDMENTS THAT DESCRIBE THE COLLATERAL COVERED BY SUCH
FINANCING STATEMENTS AS "ALL ASSETS OF THE GRANTOR", "ALL PERSONAL PROPERTY OF
THE GRANTOR" OR WORDS OF SIMILAR EFFECT INCLUDING THE EXPRESS EXCEPTIONS SET
FORTH HEREIN, IN SUCH JURISDICTIONS AS THE ADMINISTRATIVE AGENT MAY DEEM
NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE SECURITY INTERESTS GRANTED BY
SUCH GRANTOR UNDER THIS AGREEMENT.
EACH GRANTOR WILL, FROM TIME TO TIME, AT ITS
EXPENSE, EXECUTE, DELIVER, FILE AND RECORD ANY STATEMENT, ASSIGNMENT,
INSTRUMENT, DOCUMENT, AGREEMENT OR OTHER PAPER AND TAKE ANY OTHER ACTION
(INCLUDING, WITHOUT LIMITATION, ANY FILINGS WITH THE UNITED STATES PATENT AND
TRADEMARK OFFICE, COPYRIGHT OR PATENT FILINGS AND ANY FILINGS OF FINANCING OR
CONTINUATION STATEMENTS UNDER THE UCC) THAT FROM TIME TO TIME MAY BE NECESSARY,
OR THAT THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, IN ORDER TO CREATE,
PRESERVE, UPGRADE IN RANK (TO THE EXTENT REQUIRED HEREBY), PERFECT, CONFIRM OR
VALIDATE THE SECURITY INTERESTS OR TO ENABLE THE ADMINISTRATIVE AGENT TO OBTAIN
THE FULL BENEFITS OF THIS AGREEMENT, OR TO ENABLE THE ADMINISTRATIVE AGENT TO
EXERCISE AND ENFORCE ANY OF ITS RIGHTS, POWERS AND REMEDIES HEREUNDER WITH
RESPECT TO ANY OF ITS COLLATERAL.
EACH GRANTOR HEREBY AUTHORIZES THE
ADMINISTRATIVE AGENT TO EXECUTE AND FILE FINANCING STATEMENTS, FINANCING
STATEMENT AMENDMENTS OR CONTINUATION STATEMENTS ON BEHALF OF SUCH GRANTOR IN
CONNECTION WITH THIS AGREEMENT.
EACH GRANTOR AGREES THAT A CARBON,
PHOTOGRAPHIC, PHOTOSTATIC OR OTHER REPRODUCTION OF THIS AGREEMENT OR OF A
FINANCING STATEMENT IS SUFFICIENT AS A FINANCING STATEMENT.
GRANTORS SHALL PAY
THE REASONABLE COSTS OF, OR INCIDENTAL TO, ANY RECORDING OR FILING OF ANY
FINANCING STATEMENTS, FINANCING STATEMENT AMENDMENTS OR CONTINUATION STATEMENTS
NECESSARY IN THE SOLE REASONABLE DISCRETION OF THE ADMINISTRATIVE AGENT, TO
PERFECT THE ADMINISTRATIVE AGENT AND SECURED PARTIES' SECURITY INTEREST IN THE
COLLATERAL.
10
(IV)
EXCEPT AS SET FORTH IN THE PERFECTION CERTIFICATE ATTACHED HERETO
AS SCHEDULE III, NO GRANTOR SHALL PERMIT ANY OF ITS TANGIBLE ASSETS, INCLUDING
WITHOUT LIMITATION, ITS INVENTORY AND EQUIPMENT, TO BE IN THE POSSESSION OF ANY
OTHER PERSON UNLESS PURSUANT TO AN AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT (A) SUCH PERSON HAS ACKNOWLEDGED THAT
(1) IT HOLDS POSSESSION OF SUCH INVENTORY, EQUIPMENT AND OTHER TANGIBLE ASSETS,
AS THE CASE MAY BE, FOR THE ADMINISTRATIVE AGENT'S BENEFIT, SUBJECT TO THE
ADMINISTRATIVE AGENT'S INSTRUCTIONS, AND (2) SUCH PERSON DOES NOT HAVE A LIEN IN
SUCH INVENTORY, EQUIPMENT OR OTHER TANGIBLE ASSETS, (B) SUCH PERSON AGREES NOT
TO HOLD SUCH INVENTORY, EQUIPMENT OR OTHER TANGIBLE ASSETS ON BEHALF OF ANY
OTHER PERSON AND (C) SUCH PERSON AGREES THAT, AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT AND UPON REQUEST BY