BY A PERSON OTHER THAN THE APPLICABLE GRANTOR WOULD BE PERMITTED UNDER ANY
CONTRACT TO WHICH SUCH GRANTOR IS A PARTY OR TO WHICH THE INVENTORY IS SUBJECT.
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SECTION 3.9.
INVESTMENT PROPERTY; PARTNERSHIP/LLC INTERESTS.
(A)
AS OF THE DATE HEREOF, ALL INVESTMENT PROPERTY COLLATERAL
(INCLUDING, WITHOUT LIMITATION, SECURITIES ACCOUNTS AND CASH MANAGEMENT ACCOUNTS
THAT ARE INVESTMENT PROPERTY COLLATERAL) AND ALL PARTNERSHIP/LLC INTERESTS OWNED
BY ANY GRANTOR IS LISTED ON SCHEDULE 3.9.
(B)
ALL PLEDGED INVESTMENT PROPERTY AND ALL PARTNERSHIP/LLC INTERESTS
ISSUED BY ANY ISSUER TO ANY GRANTOR (I) HAVE BEEN DULY AND VALIDLY ISSUED AND,
IF APPLICABLE, ARE FULLY PAID AND NONASSESSABLE, (II) ARE BENEFICIALLY OWNED AS
OF RECORD BY SUCH GRANTOR AND (III) CONSTITUTE ALL THE ISSUED AND OUTSTANDING
SHARES OF ALL CLASSES OF THE CAPITAL STOCK OF SUCH ISSUER ISSUED TO SUCH
GRANTOR.
(C)
NONE OF THE PARTNERSHIP/LLC INTERESTS (I) ARE TRADED ON A
SECURITIES EXCHANGE OR IN SECURITIES MARKETS, (II) BY THEIR TERMS EXPRESSLY
PROVIDE THAT THEY ARE SECURITIES GOVERNED BY ARTICLE 8 OF THE UCC, (III) ARE
INVESTMENT COMPANY SECURITIES OR (IV) ARE HELD IN A SECURITIES ACCOUNT.
ARTICLE IV
COVENANTS
Until the Obligations shall have been paid in full and the Commitments
terminated, unless consent has been obtained in the manner provided for in
Section 7.1, each Grantor covenants and agrees that:
SECTION 4.1.
MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER INFORMATION.
(A)
EACH GRANTOR SHALL MAINTAIN THE SECURITY INTEREST CREATED BY THIS
AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING AT LEAST THE PRIORITY
DESCRIBED IN SECTION 3.4 AND SHALL DEFEND SUCH SECURITY INTEREST AGAINST THE
CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
(B)
UPON THE REASONABLE REQUEST OF THE ADMINISTRATIVE AGENT, EACH
GRANTOR WILL FURNISH TO THE ADMINISTRATIVE AGENT AND THE LENDERS 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, ALL IN REASONABLE DETAIL.
SECTION 4.2.
MAINTENANCE OF INSURANCE.
(A)
EACH GRANTOR WILL MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE
COMPANIES, INSURANCE POLICIES (I) INSURING THE COLLATERAL AGAINST LOSS BY FIRE,
EXPLOSION, THEFT, FRAUD AND SUCH OTHER CASUALTIES IN AMOUNTS AND WITH
DEDUCTIBLES AT LEAST AS FAVORABLE AS THOSE GENERALLY MAINTAINED BY BUSINESSES OF
SIMILAR SIZE ENGAGED IN SIMILAR ACTIVITIES AND (II) INSURING SUCH GRANTOR AND
THE ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE ADMINISTRATIVE AGENT
AND THE LENDERS, AGAINST LIABILITY FOR HAZARDS, RISKS AND LIABILITY TO PERSONS
AND PROPERTY RELATING TO THE COLLATERAL.
(B)
ALL SUCH INSURANCE SHALL (I) NAME THE ADMINISTRATIVE AGENT FOR THE
RATABLE BENEFIT OF ITSELF AND THE LENDERS AS LOSS PAYEE (TO THE EXTENT COVERING
RISK OF LOSS OR DAMAGE TO TANGIBLE
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PROPERTY CONSTITUTING COLLATERAL) AND AS AN ADDITIONAL INSURED AS ITS INTERESTS
MAY APPEAR (TO THE EXTENT COVERING ANY OTHER RISK), AND (II) PROVIDE THAT NO
CANCELLATION, MATERIAL REDUCTION IN AMOUNT OR MATERIAL CHANGE IN COVERAGE
THEREOF SHALL BE EFFECTIVE UNTIL AT LEAST THIRTY (30) DAYS AFTER RECEIPT BY THE
ADMINISTRATIVE AGENT OF WRITTEN NOTICE