(A)
WITHOUT LIMITING SECTION 5.03 OF THE CREDIT
AGREEMENT, EACH GRANTOR AGREES PROMPTLY (AND IN ANY EVENT WITHIN 10 BUSINESS
DAYS) TO NOTIFY THE COLLATERAL AGENT IN WRITING OF ANY CHANGE (I)
IN ITS LEGAL
NAME OR TYPE OF ORGANIZATION OR (II) IN THE OWNERSHIP OF ANY EQUITY INTEREST
PLEDGED UNDER THIS AGREEMENT.
EACH GRANTOR AGREES PROMPTLY TO PROVIDE THE
COLLATERAL AGENT WITH CERTIFIED ORGANIZATIONAL DOCUMENTS REFLECTING ANY OF THE
CHANGES DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE.
EACH GRANTOR AGREES
NOT TO EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE FIRST SENTENCE OF THIS
PARAGRAPH UNLESS ALL FILINGS HAVE BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR
OTHERWISE THAT ARE REQUIRED IN ORDER FOR THE COLLATERAL AGENT TO CONTINUE AT ALL
TIMES FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED FIRST PRIORITY
SECURITY INTEREST IN ALL THE ARTICLE 9 COLLATERAL IN WHICH A SECURITY INTEREST
MAY BE PERFECTED.
(B)
EACH GRANTOR AGREES TO COMPLY WITH THE OBLIGATIONS SET FORTH IN
SECTION 5.09 OF THE CREDIT AGREEMENT AS IF THEY WERE OBLIGATIONS OF SUCH
GRANTOR.
(C)
EACH GRANTOR SHALL, AT ITS OWN EXPENSE, TAKE ANY AND ALL ACTIONS REASONABLY
NECESSARY TO DEFEND TITLE TO THE ARTICLE 9 COLLATERAL AGAINST ALL PERSONS AND TO
DEFEND THE SECURITY INTEREST OF THE COLLATERAL AGENT IN THE ARTICLE 9 COLLATERAL
AND THE PRIORITY THEREOF AGAINST ANY LIEN NOT EXPRESSLY PERMITTED PURSUANT TO
SECTION 6.02 OF THE CREDIT AGREEMENT.
(D)
EACH GRANTOR AGREES, AT ITS OWN EXPENSE, TO EXECUTE, ACKNOWLEDGE, DELIVER
AND CAUSE TO BE DULY FILED ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE
ALL SUCH ACTIONS AS THE COLLATERAL AGENT MAY FROM TIME TO TIME REQUEST TO BETTER
ASSURE, PRESERVE, PROTECT AND PERFECT THE SECURITY INTEREST AND THE RIGHTS AND
REMEDIES CREATED HEREBY, INCLUDING THE PAYMENT OF ANY FEES AND ANY TAXES
REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
GRANTING OF THE SECURITY INTEREST AND THE FILING OF ANY FINANCING STATEMENTS
(INCLUDING FIXTURE FILINGS) OR OTHER DOCUMENTS IN CONNECTION HEREWITH OR
THEREWITH.
IF ANY AMOUNTS PAYABLE UNDER OR IN CONNECTION WITH
16
ANY OF THE ARTICLE 9 COLLATERAL SHALL BECOME EVIDENCED BY ANY PROMISSORY NOTES
OR OTHER INSTRUMENTS, THE GRANTORS SHALL PROMPTLY NOTIFY THE COLLATERAL AGENT
THEREOF TO THE EXTENT SUCH PROMISSORY NOTES OR OTHER INSTRUMENTS HAVE INDIVIDUAL
PRINCIPAL AMOUNTS EXCEEDING $500,000, AND SUCH PROMISSORY NOTES OR OTHER
INSTRUMENTS SHALL BE PROMPTLY PLEDGED AND DELIVERED TO THE COLLATERAL AGENT,
DULY ENDORSED, IN ACCORDANCE WITH SECTION 3.02.
(E)
SUBJECT TO SECTION 5.09 OF THE CREDIT AGREEMENT, REPRESENTATIVES DESIGNATED
BY THE COLLATERAL AGENT AND/OR, UPON THE REQUEST OF THE REQUIRED LENDERS, ANY
LENDER SHALL HAVE THE RIGHT, AT THE GRANTORS' OWN COST AND EXPENSE AND UPON
REASONABLE PRIOR NOTICE, (I) SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND
CONTINUING, NOT MORE THAN TWICE IN ANY ONE CALENDAR YEAR, TO INSPECT THE
ARTICLE 9 COLLATERAL, ALL RECORDS RELATED THERETO (AND TO MAKE EXTRACTS AND
COPIES FROM SUCH RECORDS) AND THE PREMISES UPON WHICH ANY OF THE