THE ADMINISTRATIVE AGENT HEREIN, INCLUDING, WITHOUT
LIMITATION, DESCRIBING SUCH PROPERTY AS "ALL ASSETS" OR "ALL PERSONAL PROPERTY,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED."
EACH GRANTOR WILL TAKE ANY AND ALL
ACTIONS NECESSARY TO DEFEND TITLE TO THE COLLATERAL OWNED BY SUCH GRANTOR
AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST OF THE ADMINISTRATIVE
AGENT IN SUCH COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY LIEN NOT EXPRESSLY
PERMITTED HEREUNDER.
4.1.2
DISPOSITION OF COLLATERAL.
NO GRANTOR WILL SELL, LEASE OR OTHERWISE
DISPOSE OF THE COLLATERAL OWNED BY SUCH GRANTOR EXCEPT DISPOSITIONS PERMITTED
PURSUANT TO SECTION 6.03 OF THE CREDIT AGREEMENT.
4.1.3
LIENS.
NO GRANTOR WILL CREATE, INCUR, OR SUFFER TO EXIST ANY LIEN ON THE
COLLATERAL OWNED BY SUCH GRANTOR EXCEPT LIENS PERMITTED PURSUANT TO SECTION 6.02
OF THE CREDIT AGREEMENT, PROVIDED, THAT, EXCEPT AS CONTEMPLATED BY SECTION
9.02(D) OF THE CREDIT AGREEMENT, NOTHING HEREIN SHALL BE DEEMED TO CONSTITUTE AN
AGREEMENT TO SUBORDINATE ANY OF THE LIENS OF THE ADMINISTRATIVE AGENT UNDER THE
LOAN DOCUMENTS TO ANY LIENS OTHERWISE PERMITTED UNDER SECTION 6.02 OF THE CREDIT
AGREEMENT.
4.1.4
CHANGE IN CORPORATE EXISTENCE, TYPE OR JURISDICTION OF ORGANIZATION,
LOCATION, NAME.
EACH GRANTOR WILL:
(I)
PRESERVE ITS EXISTENCE AND CORPORATE
STRUCTURE AS IN EFFECT ON THE EFFECTIVE DATE;
(II)
NOT CHANGE ITS JURISDICTION OF
ORGANIZATION; AND
8
(III)
NOT MAINTAIN ITS PLACE OF BUSINESS (IF IT
HAS ONLY ONE) OR ITS CHIEF EXECUTIVE OFFICE (IF IT HAS MORE THAN ONE PLACE OF
BUSINESS) AT A LOCATION OTHER THAN A LOCATION SPECIFIED ON EXHIBIT "A".
unless, in each such case, such Grantor shall have given the Administrative
Agent not less than 30 days' prior written notice of such event or occurrence
and the Administrative Agent shall have either (x) determined that such event or
occurrence will not adversely affect the validity, perfection or priority of the
Administrative Agent's security interest in the Collateral, or (y) taken such
steps (with the cooperation of such Grantor to the extent necessary or
advisable) as are necessary or advisable to properly maintain the validity,
perfection and priority of the Administrative Agent's security interest in the
Collateral owned by such Grantor.
4.1.5
OTHER FINANCING STATEMENTS.
NO GRANTOR WILL SUFFER TO EXIST OR AUTHORIZE
THE FILING OF ANY FINANCING STATEMENT NAMING IT AS DEBTOR COVERING ALL OR ANY
PORTION OF THE COLLATERAL OWNED BY SUCH GRANTOR, EXCEPT ANY FINANCING STATEMENT
AUTHORIZED UNDER SECTION 4.1.1 HEREOF.
4.2.
RECEIVABLES.
4.2.1
CERTAIN AGREEMENTS ON RECEIVABLES.
DURING THE OCCURRENCE AND
CONTINUATION OF AN EVENT OF DEFAULT AND AFTER NOTICE FROM THE ADMINISTRATIVE
AGENT, NO GRANTOR WILL MAKE OR AGREE TO MAKE ANY DISCOUNT, CREDIT, REBATE OR
OTHER REDUCTION IN THE ORIGINAL AMOUNT OWING ON A RECEIVABLE OR ACCEPT IN
SATISFACTION OF A RECEIVABLE LESS THAN THE ORIGINAL AMOUNT THEREOF.
PRIOR TO
THE OCCURRENCE AND CONTINUATION OF A DEFAULT, SUCH GRANTOR MAY REDUCE THE AMOUNT
OF ACCOUNTS ARISING FROM THE SALE OF INVENTORY OR THE RENDERING OF SERVICES IN
ACCORDANCE WITH ITS POLICIES AND IN THE ORDINARY COURSE OF BUSINESS AND AS
OTHERWISE