THIS
AGREEMENT HAVING AT LEAST THE PRIORITY DESCRIBED IN SECTION 3.2 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 LIENS PERMITTED BY SECTION 7.2.2 OF THE
CREDIT AGREEMENT AND (II) IN THE CASE OF THE CASH COLLATERAL ACCOUNTS, ANY
HOLDER OF THE SENIOR FIVE YEAR SECURED NOTES (AS DEFINED IN THE CREDIT
AGREEMENT) AND ANY HOLDER OF THIRD LIEN DEBT (AS DEFINED IN THE CREDIT
AGREEMENT) TO THE EXTENT SUCH HOLDERS ARE PERMITTED TO HOLD LIENS AS PERMITTED
IN SECTION 7.2.2 OF THE CREDIT AGREEMENT, IN EACH CASE, SUBJECT TO THE RIGHTS OF
SUCH GRANTOR UNDER THE LOAN DOCUMENTS TO DISPOSE OF THE COLLATERAL.
(B)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REASONABLE
REQUEST OF THE 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 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
7
SECURITIES ACCOUNTS AND ANY OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS
NECESSARY TO ENABLE THE AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE
APPLICABLE UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
(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 or in
connection with any of the Collateral shall be or become evidenced by any
Instrument, certificated security or Chattel Paper, such Instrument,
certificated security or Chattel Paper shall be promptly delivered to the Agent,
duly indorsed in a manner reasonably satisfactory to the Agent, to be held as
Collateral pursuant to this Agreement.
4.4
Intellectual Property.
(A)
WHENEVER SUCH GRANTOR, EITHER BY ITSELF OR THROUGH ANY AGENT,
EMPLOYEE, LICENSEE OR DESIGNEE, SHALL