OF THE UCC FOR THE SUFFICIENCY OR
FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT OR AMENDMENT, INCLUDING
(A) WHETHER THE GRANTOR IS AN ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY
ORGANIZATION IDENTIFICATION NUMBER ISSUED TO THE GRANTOR AND (B) IN THE CASE OF
A FINANCING STATEMENT FILED AS A FIXTURE FILING, A SUFFICIENT DESCRIPTION OF
REAL PROPERTY TO WHICH THE COLLATERAL RELATES.
EACH GRANTOR ALSO AGREES TO
FURNISH ANY SUCH INFORMATION TO THE AGENT PROMPTLY UPON REQUEST.
EACH GRANTOR
ALSO RATIFIES ITS AUTHORIZATION FOR THE AGENT TO HAVE FILED IN ANY UNIFORM
COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS OR AMENDMENTS
THERETO IF FILED PRIOR TO THE DATE HEREOF.
(C)
FURTHER ASSURANCES.
EACH GRANTOR WILL, IF REASONABLY REQUESTED BY
THE AGENT, BUT, SO LONG AS AN EVENT OF DEFAULT SHALL NOT HAVE OCCURRED AND BE
CONTINUING, NOT MORE FREQUENTLY THAN ONCE PER QUARTER, FURNISH TO THE AGENT
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS AND INFORMATION IN CONNECTION WITH THE COLLATERAL AS THE
AGENT MAY REASONABLY REQUEST, ALL IN SUCH DETAIL AS THE AGENT MAY REASONABLY
SPECIFY.
EACH GRANTOR ALSO AGREES TO TAKE ANY AND ALL ACTIONS NECESSARY TO
DEFEND TITLE TO THE COLLATERAL AGAINST ALL PERSONS AND TO DEFEND THE SECURITY
INTEREST OF THE AGENT IN THE COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY
LIEN NOT PERMITTED UNDER SECTION 6.02 OF THE CREDIT AGREEMENT AND SHALL TAKE
SUCH ACTIONS AS THE AGENT REASONABLY DEEMS APPROPRIATE UNDER
17
APPLICABLE LAW TO EVIDENCE OR PERFECT ITS LIEN ON ANY COLLATERAL, OR OTHERWISE
TO GIVE EFFECT TO THE INTENT OF THIS AGREEMENT.
(D)
DISPOSITION OF COLLATERAL.
NO GRANTOR WILL SELL, LEASE, TRANSFER
OR OTHERWISE DISPOSE OF THE COLLATERAL EXCEPT FOR SALES, LEASES, TRANSFERS AND
OTHER DISPOSITIONS SPECIFICALLY PERMITTED UNDER SECTION 6.05 OF THE CREDIT
AGREEMENT.
(E)
LIENS.
NO GRANTOR WILL CREATE, INCUR, OR SUFFER TO EXIST ANY LIEN
ON THE COLLATERAL EXCEPT (I) THE SECURITY INTEREST CREATED BY THIS SECURITY
AGREEMENT, AND (II) LIENS PERMITTED BY SECTION 6.02 OF THE CREDIT AGREEMENT.
(F)
OTHER FINANCING STATEMENTS.
NO GRANTOR WILL AUTHORIZE THE FILING
OF ANY FINANCING STATEMENT NAMING IT AS DEBTOR COVERING ALL OR ANY PORTION OF
THE COLLATERAL, EXCEPT TO COVER SECURITY INTERESTS AS PERMITTED BY
SECTION 4.1(E).
EACH GRANTOR ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY
FINANCING STATEMENT OR AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO ANY
FINANCING STATEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT, SUBJECT TO
SUCH GRANTOR'S RIGHTS UNDER SECTION 9-509(D)(2) OF THE UCC.
WITHOUT LIMITING
THE FOREGOING, EACH GRANTOR SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
ENSURE THAT ANY FINANCING STATEMENT FILED BY ANY PERSON WITH RESPECT TO
CONSIGNMENT INVENTORY SHALL CLEARLY INDICATE THAT SUCH FINANCING STATEMENT
RELATES TO A CONSIGNMENT TRANSACTION WITH RESPECT TO SUCH CONSIGNMENT INVENTORY
BETWEEN THE APPLICABLE GRANTOR AND SUCH PERSON.
(G)
CHANGE OF NAME, ETC.
EACH GRANTOR AGREES TO FURNISH TO THE AGENT
PROMPT WRITTEN NOTICE OF ANY CHANGE IN:
(I) SUCH GRANTOR'S NAME; (II) THE
LOCATION OF SUCH GRANTOR'S CHIEF EXECUTIVE