or otherwise) or otherwise dispose of, or
grant any option or other right to purchase or otherwise acquire, any of the
Collateral, except for such conveyances, sales, transfers, assignments and
dispositions that are permitted under the Loan Documents.
(B)
SUCH GRANTOR SHALL MAINTAIN THE SECURITY
INTEREST CREATED BY THIS AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING AT
LEAST THE PRIORITY DESCRIBED IN SECTION 5.2 AND SHALL DEFEND SUCH SECURITY
INTEREST AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER, SUBJECT TO
THE RIGHTS OF SUCH GRANTOR UNDER THE LOAN DOCUMENTS TO DISPOSE OF THE
COLLATERAL.
(C)
SUCH GRANTOR WILL FURNISH TO THE
ADMINISTRATIVE AGENT FROM TIME TO TIME STATEMENTS AND SCHEDULES FURTHER
IDENTIFYING AND DESCRIBING THE ASSETS AND PROPERTY OF SUCH GRANTOR AND SUCH
OTHER REPORTS IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST, ALL IN REASONABLE DETAIL.
(D)
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, (I) FILING 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 (II) IN THE CASE OF INVESTMENT PROPERTY, DEPOSIT ACCOUNTS,
LETTER-OF-CREDIT RIGHTS AND ANY OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS
NECESSARY TO ENABLE THE ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE
MEANING OF THE APPLICABLE UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
6.5
Changes in Name, etc.
Such Grantor will
not, except upon 30 days' prior written notice to the Administrative Agent and
delivery to the Administrative Agent of all additional financing statements and
other executed documents reasonably requested by the Administrative Agent to
maintain the validity, perfection and priority of the security interests
provided for herein, (i) change its jurisdiction of organization or principal
residence from that referred to in Section 5.3 or (ii) change its name.
6.6
Notices.
Such Grantor will advise the
Administrative Agent and the Lender Parties promptly, in reasonable detail, of:
(A)
ANY MATERIAL LIEN (OTHER THAN SECURITY
INTERESTS CREATED HEREBY OR LIENS PERMITTED UNDER THE CREDIT AGREEMENT) ON ANY
OF THE COLLATERAL WHICH WOULD ADVERSELY AFFECT THE ABILITY OF THE ADMINISTRATIVE
AGENT TO EXERCISE ANY OF ITS REMEDIES HEREUNDER; AND
(B)
ANY LOSS OR DAMAGE EXCEEDING $1,000,000 TO
ANY OF THE EQUIPMENT OR INVENTORY OF SUCH GRANTOR;
(C)
THE OCCURRENCE OF ANY OTHER EVENT WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE AGGREGATE
VALUE OF THE COLLATERAL OR ON THE SECURITY INTERESTS CREATED HEREBY.
6.7
Investment Property.
(a)
If such Grantor
shall become entitled to receive or shall receive any certificate (including,
without limitation, any certificate representing a dividend or a distribution