AND FILE SUCH FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS
THERETO, AND SUCH OTHER INSTRUMENTS, NOTICES OR OTHER RECORDS, AS MAY BE LEGALLY
NECESSARY, OR AS THE COLLATERAL AGENT MAY REQUEST, IN ORDER TO PERFECT AND
PRESERVE THE SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY.
(B)
EACH BORROWER HEREBY AUTHORIZES THE COLLATERAL AGENT TO FILE ONE OR
MORE FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATIVE TO
ALL OR ANY PART OF SUCH BORROWER' S COLLATERAL.
(C)
EACH BORROWER WILL FURNISH TO THE COLLATERAL AGENT FROM TIME TO TIME
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING SUCH BORROWER'S
COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION WITH SUCH COLLATERAL AS THE
COLLATERAL AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING:
(I) EACH BORROWER SHALL, FROM TIME TO
TIME, EXECUTE AND DELIVER TO THE COLLATERAL AGENT, IN SUCH FORM AND MANNER AS
THE COLLATERAL AGENT MAY REASONABLY REQUIRE, SOLELY FOR THE COLLATERAL AGENT'S
CONVENIENCE IN MAINTAINING RECORDS OF SUCH BORROWER'S COLLATERAL, SUCH
CONFIRMATORY SCHEDULES OF SUCH BORROWER'S ACCOUNTS RECEIVABLE, AND SUCH OTHER
APPROPRIATE REPORTS DESIGNATING, IDENTIFYING AND DESCRIBING SUCH BORROWER'S
ACCOUNTS RECEIVABLE, AS THE COLLATERAL AGENT MAY REASONABLY REQUEST; AND (II) IF
ANY MATERIAL
9
COMMERCIAL TORT CLAIM SHOULD HEREAFTER ARISE ("ADDITIONAL TORT CLAIM"), SUCH
BORROWER SHALL PROMPTLY ADVISE THE COLLATERAL AGENT IN WRITING, SUPPLEMENTING
SCHEDULE III HERETO, WHICH SUPPLEMENT SHALL CONSTITUTE A GRANT BY SUCH BORROWER
TO THE COLLATERAL AGENT OF A SECURITY INTEREST THEREIN, ON THE TERMS, AND
SUBJECT TO THE CONDITIONS, SET FORTH IN THE SECURITY AGREEMENT, AND SUCH
BORROWER'S AUTHORIZATION TO FILE, OR TO AMEND, SUCH FINANCING STATEMENTS AS THE
COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO PERFECT ITS SECURITY
INTEREST IN SUCH ADDITIONAL TORT CLAIM.
IN ADDITION, UPON THE COLLATERAL
AGENT'S REQUEST, EACH BORROWER SHALL PROVIDE THE PURCHASERS WITH COPIES OF
AGREEMENTS WITH, OR PURCHASE ORDERS FROM, SUCH BORROWER'S CUSTOMERS, OF INVOICES
TO CUSTOMERS AND PROOF OF SHIPMENT OR DELIVERY AND SUCH OTHER DOCUMENTATION AND
INFORMATION RELATING TO ITS ACCOUNTS RECEIVABLE AND ITS OTHER COLLATERAL AS THE
COLLATERAL AGENT MAY FROM TIME TO TIME REASONABLY REQUEST TO THE EXTENT SUCH
BORROWER MAINTAINS SUCH DOCUMENTATION IN THE ORDINARY COURSE OF ITS BUSINESS.
FAILURE TO PROVIDE THE COLLATERAL AGENT WITH ANY OF THE FOREGOING SHALL IN NO
WAY AFFECT, DIMINISH, MODIFY OR OTHERWISE LIMIT THE LIEN GRANTED HEREIN.
EACH
BORROWER HEREBY AUTHORIZES THE COLLATERAL AGENT TO REGARD ITS PRINTED NAME OR
RUBBER STAMP SIGNATURE ON ASSIGNMENT SCHEDULES OR INVOICES AS THE EQUIVALENT OF
A MANUAL SIGNATURE BY AN AUTHORIZED OFFICER OR AGENT OF SUCH BORROWER.
(D)
SUCH BORROWER WILL DEFEND ITS COLLATERAL AGAINST ALL CLAIMS AND
DEMANDS OF ALL PERSONS (OTHER THAN THE COLLATERAL AGENT OR A SENIOR LENDER)
CLAIMING AN INTEREST THEREIN.
(E)
SUCH BORROWER WILL, NO LATER THAN THE CLOSE OF BUSINESS ON THE FIFTH
DAY FOLLOWING THE INITIAL CLOSING, FILE A FINANCING STATEMENT ON FORM UCC-1 WITH
THE DELAWARE SECRETARY OF STATE AND NO LATER THAN THIRTY (30) DAYS AFTER THE
INITIAL CLOSING, PREPARE ALL NECESSARY