SO EXCEPT AS PERMITTED BY THIS AGREEMENT OR THE CREDIT AGREEMENT.
(H)
FURTHER IDENTIFICATION OF COLLATERAL.
SUCH GRANTOR WILL, IF SO
REQUESTED BY AGENT, FURNISH TO AGENT, AS OFTEN AS AGENT REASONABLY REQUESTS,
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS AGENT MAY REASONABLY
REQUEST, ALL IN SUCH DETAIL AS AGENT MAY REASONABLY SPECIFY.
GRANTOR SHALL
PROMPTLY NOTIFY AGENT IN WRITING UPON ACQUIRING ANY INTEREST HEREAFTER IN
PROPERTY THAT IS OF A TYPE WHERE A SECURITY INTEREST OR LIEN MUST BE OR MAY BE
REGISTERED, RECORDED OR FILED UNDER, OR NOTICE THEREOF GIVEN UNDER, ANY FEDERAL
STATUTE OR REGULATION AND THAT IS NOT ALREADY COVERED BY THIS AGREEMENT.
(I)
NOTICES.
SUCH GRANTOR WILL ADVISE AGENT PROMPTLY, IN REASONABLE
DETAIL (I) OF ANY LIEN (OTHER THAN PERMITTED ENCUMBRANCES) OR CLAIM MADE OR
ASSERTED AGAINST ANY OF THE COLLATERAL, AND (II) OF 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 LIENS CREATED HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT.
(J)
GOOD STANDING CERTIFICATES.
IF AND WHENEVER REQUESTED BY AGENT,
SUCH GRANTOR SHALL PROVIDE TO AGENT A CERTIFICATE OF GOOD STANDING FROM ITS
STATE OF INCORPORATION OR ORGANIZATION.
(K)
ORGANIZATIONAL/COLLATERAL LOCATION CHANGES, NO REINCORPORATION.
SUCH
GRANTOR WILL GIVE AGENT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF ANY
CHANGE REQUIRED TO BE MADE TO SCHEDULE IIIA, SCHEDULE IIIB, SCHEDULE IIIC,
SCHEDULE IIID OR SCHEDULE IIIE.
WITHOUT LIMITING THE PROHIBITIONS ON MERGERS
INVOLVING ANY GRANTOR AS CONTAINED IN THE CREDIT AGREEMENT, NONE OF THE GRANTORS
SHALL REINCORPORATE OR REORGANIZE ITSELF UNDER THE LAWS OF ANY JURISDICTION
OTHER THAN THE JURISDICTION IN WHICH IT IS INCORPORATED OR ORGANIZED AS OF THE
DATE HEREOF WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT.
(L)
TERMINATIONS; AMENDMENTS NOT AUTHORIZED.
SUCH GRANTOR ACKNOWLEDGES
THAT IT IS NOT AUTHORIZED TO FILE ANY FINANCING STATEMENT OR AMENDMENT OR
TERMINATION STATEMENT WITH RESPECT TO ANY FINANCING STATEMENT FILED IN FAVOR OF
AGENT WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND AGREES THAT IT WILL NOT DO
SO WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, SUBJECT TO SUCH GRANTOR'S RIGHTS
UNDER SECTION 9-509(D)(2) OF THE CODE.
(M)
AUTHORIZED TERMINATIONS.
AGENT WILL PROMPTLY DELIVER TO SUCH GRANTOR
FOR FILING OR AUTHORIZE SUCH GRANTOR TO PREPARE AND FILE TERMINATION STATEMENTS
AND RELEASES IN ACCORDANCE WITH SECTION 9.21 OF THE CREDIT AGREEMENT.
(N)
JOINDER OF ADDITIONAL GUARANTORS.
THE GRANTORS SHALL CAUSE EACH
SUBSIDIARY OF THE BORROWER WHICH, FROM TIME TO TIME, AFTER THE DATE HEREOF SHALL
BE REQUIRED TO PLEDGE ANY ASSETS TO THE AGENT FOR THE BENEFIT OF THE AGENT AND
THE LENDERS PURSUANT TO THE PROVISIONS OF THE CREDIT AGREEMENT, (A) TO EXECUTE
AND DELIVER TO THE AGENT (I) A JOINDER AGREEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT 1 HERETO WITHIN THIRTY (30) DAYS OF THE DATE ON WHICH IT WAS ACQUIRED OR
CREATED AND (II) A PERFECTION CERTIFICATE, IN EACH CASE,
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