AND SHALL DEFEND SUCH SECURITY INTEREST AGAINST THE CLAIMS AND
DEMANDS OF ALL PERSONS WHOMSOEVER OTHER THAN (I) IN THE CASE OF COLLATERAL OTHER
THAN THE CASH COLLATERAL ACCOUNTS, ANY HOLDER OF PERMITTED ENCUMBRANCES AND
(II) IN THE CASE OF THE CASH COLLATERAL ACCOUNTS, FOR THE FIRST PRIORITY
PERFECTED SECURITY INTEREST SECURING THE SENIOR LENDER CLAIMS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT) AND THE THIRD PRIORITY SECURITY INTERESTS SECURING THE
THIRD LIEN OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), IN EACH
CASE, SUBJECT TO THE RIGHTS OF SUCH GRANTOR UNDER THE NOTEHOLDER DOCUMENTS TO
DISPOSE OF THE COLLATERAL.
(B)
AT ANY TIME AND FROM TIME TO TIME SUCH
GRANTOR WILL PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, SUCH
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS SHALL BE
NECESSARY, OR THAT THE AGENT MAY REASONABLY REQUEST, FOR THE PURPOSE OF
OBTAINING, PERFECTING OR PRESERVING THE SECURITY INTERESTS PURPORTED TO BE
GRANTED UNDER THIS AGREEMENT AND OF THE RIGHTS AND REMEDIES 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 THE DEPOSIT ACCOUNTS, INVESTMENT PROPERTY, LETTER OF CREDIT
RIGHTS AND THE SECURITIES ACCOUNTS AND ANY OTHER RELEVANT COLLATERAL, TAKING ANY
ACTIONS NECESSARY TO ENABLE THE PERFECTION AGENT TO OBTAIN "CONTROL" (WITHIN THE
MEANING OF THE APPLICABLE UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO,
PROVIDED THAT THE GRANTOR SHALL NOT BE REQUIRED TO TAKE
8
ANY OF THE ACTIONS SET FORTH IN THIS CLAUSE (II) WITH RESPECT TO (X) EXCLUDED
ACCOUNTS AND (Y) PRIOR TO THE DISCHARGE OF SENIOR LENDER CLAIMS, ANY DEPOSIT
ACCOUNT OR SECURITIES ACCOUNT WITH RESPECT TO WHICH THE ADMINISTRATIVE AGENT (OR
OTHER SENIOR CREDIT AGENT AS DEFINED IN THE INTERCREDITOR AGREEMENT) DOES NOT
HAVE "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE UNIFORM COMMERCIAL CODE);
PROVIDED, FURTHER THAT FOLLOWING THE DISCHARGE OF SENIOR LENDER CLAIMS, THE
GRANTOR SHALL ONLY BE REQUIRED TO TAKE THE ACTIONS SET FORTH IN THIS CLAUSE
(II) WITH RESPECT TO DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS IF REASONABLY
REQUESTED BY THE AGENT.
(C)
IF ANY GRANTOR SHALL AT ANY TIME ACQUIRE A
COMMERCIAL TORT CLAIM, IN WHICH THE CLAIM AMOUNT INDIVIDUALLY EXCEEDS
$2,000,000, SUCH GRANTOR SHALL PROMPTLY NOTIFY THE AGENT IN A WRITING SIGNED BY
SUCH GRANTOR OF THE DETAILS THEREOF AND GRANT TO THE AGENT FOR THE BENEFIT OF
THE SECURED PARTIES IN SUCH WRITING A SECURITY INTEREST THEREIN AND IN THE
PROCEEDS THEREOF, WITH SUCH WRITING TO BE IN FORM AND SUBSTANCE SATISFACTORY TO
THE AGENT AND SUCH WRITING SHALL CONSTITUTE A SUPPLEMENT TO SCHEDULE B HERETO.
4.2
Changes in Name, etc.
Such Grantor will, within thirty (30) calendar days after any change its
jurisdiction of organization or change its name, provide written notice thereof
to the Agent.
4.3
Delivery of Instruments, Certificated
Securities and Chattel Paper.
If any amount in excess of $2,000,000 in the aggregate payable under