CERTIFICATED
SECURITIES, POSSESSION BY THE ADMINISTRATIVE AGENT IN THE UNITED STATES.
NO
GRANTOR SHALL BE REQUIRED TO COMPLETE ANY FILINGS OR OTHER ACTION WITH RESPECT
TO THE PERFECTION OF SECURITY INTERESTS IN ANY JURISDICTION OUTSIDE THE UNITED
STATES.
(C)
IT IS UNDERSTOOD AND AGREED THAT THE
SECURITY INTERESTS IN CASH AND PERMITTED INVESTMENTS CREATED HEREUNDER SHALL NOT
PREVENT THE GRANTORS FROM USING SUCH ASSETS IN THE ORDINARY COURSE OF THEIR
RESPECTIVE BUSINESSES.
4.
COVENANTS.
Each Grantor hereby covenants and agrees with the Administrative Agent and the
Secured Parties that, from and after the date of this Security Agreement until
the Obligations under
9
the Credit Documents are paid in full, the Commitments are terminated and no
Letter of Credit remains outstanding:
4.1.
MAINTENANCE OF PERFECTED SECURITY INTEREST;
FURTHER DOCUMENTATION.(A)
SUCH GRANTOR SHALL MAINTAIN THE SECURITY INTEREST
CREATED BY THIS SECURITY AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING AT
LEAST THE PRIORITY DESCRIBED IN SUBSECTION 3.1 AND SHALL DEFEND SUCH SECURITY
INTEREST AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER, IN EACH CASE
SUBJECT TO SUBSECTION 3.1(B).
(B)
SUCH GRANTOR WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND THE LENDERS 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.
IN ADDITION, WITHIN 30 DAYS AFTER THE END OF EACH CALENDAR
QUARTER, SUCH GRANTOR WILL DELIVER TO THE ADMINISTRATIVE AGENT (I) COPIES OF ALL
SUCH CERTIFICATES OF TITLE ISSUED DURING SUCH CALENDAR QUARTER WITH THE NOTATION
THEREON OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST CREATED HEREUNDER IN THE
ITEMS OF EQUIPMENT COVERED HEREBY AND (II) A WRITTEN SUPPLEMENT HERETO
SUBSTANTIALLY IN THE FORM OF ANNEX 2 HERETO WITH RESPECT TO ANY ADDITIONAL
COPYRIGHTS, COPYRIGHT LICENSES, PATENTS, PATENT LICENSES, TRADEMARKS AND
TRADEMARK LICENSES ACQUIRED BY SUCH GRANTOR AFTER THE DATE HEREOF, ALL IN
REASONABLE DETAIL.
(C)
SUBJECT TO CLAUSE (D) BELOW AND
SUBSECTION 3.2(B), EACH GRANTOR AGREES THAT AT ANY TIME AND FROM TIME TO TIME,
AT THE EXPENSE OF SUCH GRANTOR, IT WILL EXECUTE ANY AND ALL FURTHER DOCUMENTS,
FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER
ACTIONS (INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS, FIXTURE
FILINGS, MORTGAGES, DEEDS OF TRUST AND OTHER DOCUMENTS), WHICH MAY BE REQUIRED
UNDER ANY APPLICABLE LAW, OR WHICH THE ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS MAY REASONABLY REQUEST, IN ORDER (X) TO GRANT, PRESERVE, PROTECT AND
PERFECT THE VALIDITY AND PRIORITY OF THE SECURITY INTERESTS CREATED OR INTENDED
TO BE CREATED HEREBY OR (Y) TO ENABLE THE ADMINISTRATIVE AGENT TO EXERCISE AND
ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO ANY COLLATERAL,
INCLUDING THE FILING OF ANY FINANCING OR CONTINUATION STATEMENTS UNDER THE
UNIFORM COMMERCIAL CODE IN EFFECT IN ANY JURISDICTION WITH RESPECT TO THE
SECURITY INTERESTS CREATED HEREBY, ALL AT THE EXPENSE OF SUCH GRANTOR.
(D)
NOTWITHSTANDING ANYTHING IN THIS
SUBSECTION 4.1 TO THE CONTRARY, (I) WITH RESPECT TO ANY ASSETS ACQUIRED BY SUCH
GRANTOR AFTER THE DATE