REQUEST,
ALL IN REASONABLE DETAIL.
(C)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE
ADMINISTRATIVE AGENT, AND AT THE SOLE EXPENSE OF SUCH GRANTOR, SUCH GRANTOR WILL
PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL
BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED,
INCLUDING, WITHOUT LIMITATION, (1) THE FILING OF ANY FINANCING OR CONTINUATION
STATEMENTS UNDER THE UNIFORM COMMERCIAL CODE (OR OTHER SIMILAR LAWS) IN EFFECT
IN ANY JURISDICTION WITH RESPECT TO THE SECURITY INTERESTS CREATED HEREBY AND
(2) IN THE CASE OF
INVESTMENT PROPERTY, DEPOSIT ACCOUNTS AND ANY OTHER RELEVANT
COLLATERAL, TAKING ANY COMMERCIALLY REASONABLE ACTIONS TO ENABLE THE
ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE
UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
5.6.
Changes in Name, etc.
Such Grantor will not, except upon 15 days'
prior written notice to the Administrative Agent, (I) change its jurisdiction of
organization or the location of its chief executive office or sole place of
business from that referred to in Section 4.4 or (II) change its name, identity
or corporate structure to such an extent that any financing statement filed by
the Administrative Agent in connection with this Agreement would become
misleading and shall deliver promptly to the Administrative Agent (1) all
additional financing statements and other documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security interests provided for herein and (2) if applicable, a written
supplement to Schedule 5 showing any additional location at which such Grantor's
Inventory or Equipment shall be kept.
5.7.
Notices.
Such Grantor will promptly give notice to the
Administrative Agent, addressed to the Administrative Agent and the Lenders, in
reasonable detail, of:
(A)
ANY LIEN (OTHER THAN SECURITY INTERESTS CREATED HEREBY OR LIENS
PERMITTED UNDER THE CREDIT AGREEMENT) ON ANY OF SUCH GRANTOR'S COLLATERAL WHICH
WOULD MATERIALLY ADVERSELY AFFECT THE ABILITY OF THE ADMINISTRATIVE AGENT TO
EXERCISE ANY OF ITS REMEDIES HEREUNDER; AND
(B)
THE OCCURRENCE OF ANY OTHER EVENT WHICH WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE SECURITY INTERESTS CREATED
HEREBY.
5.8.
Investment Property.
(a)
If such Grantor shall become entitled
to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Secured Parties, hold the same in trust for the Secured
Parties and deliver the same forthwith to the Administrative Agent in the exact