THE UCC (OR
OTHER SIMILAR LAWS) IN EFFECT IN ANY JURISDICTION WITH RESPECT TO THE SECURITY
INTERESTS CREATED HEREBY AND (II) IN THE CASE OF INVESTMENT PROPERTY AND ANY
OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS REASONABLY NECESSARY TO ENABLE THE
ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE
UCC) WITH RESPECT THERETO.
5.3
CHANGES IN LOCATIONS, NAME, ETC. SUCH GRANTOR SHALL NOT, EXCEPT
UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT AND DELIVERY TO
THE ADMINISTRATIVE AGENT OF (A) ALL ADDITIONAL FINANCING STATEMENTS AND OTHER
DOCUMENTS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT AS TO THE VALIDITY,
PERFECTION AND PRIORITY OF THE SECURITY INTERESTS PROVIDED
9
for herein and (b) if applicable, a written supplement to Schedule 4 showing any
additional location at which Inventory or Equipment shall be kept:
(I)
PERMIT ANY OF THE INVENTORY OR EQUIPMENT TO BE KEPT AT A LOCATION
OTHER THAN THOSE LISTED ON SCHEDULE 4; PROVIDED, THAT UP TO $250,000
(INDIVIDUALLY FOR A GRANTOR) IN FAIR MARKET VALUE OF ANY SUCH INVENTORY AND
EQUIPMENT MAY BE KEPT AT OTHER LOCATIONS;
(II)
CHANGE ITS JURISDICTION OF ORGANIZATION OR THE LOCATION OF ITS
CHIEF EXECUTIVE OFFICE FROM THAT SPECIFIED ON SCHEDULE 3 OR IN ANY SUBSEQUENT
NOTICE DELIVERED PURSUANT TO THIS SECTION 5.3; OR
(III)
CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE.
5.4
NOTICES. SUCH GRANTOR WILL ADVISE THE ADMINISTRATIVE AGENT AND THE
LENDERS PROMPTLY, IN REASONABLE DETAIL, OF:
(A)
ANY LIEN (OTHER THAN PERMITTED LIENS) ON ANY OF THE COLLATERAL
WHICH WOULD ADVERSELY AFFECT THE ABILITY OF THE ADMINISTRATIVE AGENT TO EXERCISE
ANY OF ITS REMEDIES HEREUNDER; AND
(B)
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 HEREBY.
5.5
INVESTMENT PROPERTY. (A) IF SUCH GRANTOR SHALL BECOME ENTITLED TO
RECEIVE OR SHALL RECEIVE ANY CERTIFICATE, OPTION OR RIGHTS IN RESPECT OF THE
EQUITY INTERESTS OF ANY ISSUER, WHETHER IN ADDITION TO, IN SUBSTITUTION OF, AS A
CONVERSION OF, OR IN EXCHANGE FOR, ANY OF THE PLEDGED EQUITY, OR OTHERWISE IN
RESPECT THEREOF, SUCH GRANTOR SHALL ACCEPT THE SAME AS THE AGENT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS, HOLD THE SAME IN TRUST FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS AND DELIVER THE SAME FORTHWITH TO THE
ADMINISTRATIVE AGENT IN THE EXACT FORM RECEIVED, DULY INDORSED BY SUCH GRANTOR
TO THE ADMINISTRATIVE AGENT, IF REQUIRED, TOGETHER WITH AN UNDATED INSTRUMENT OF
TRANSFER COVERING SUCH CERTIFICATE DULY EXECUTED IN BLANK BY SUCH GRANTOR AND
WITH, IF THE ADMINISTRATIVE AGENT SO REQUESTS, SIGNATURE GUARANTIED, TO BE HELD
BY THE ADMINISTRATIVE AGENT, SUBJECT TO THE TERMS HEREOF, AS ADDITIONAL
COLLATERAL FOR THE OBLIGATIONS. UPON THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, (I) ANY SUMS PAID UPON OR IN RESPECT OF THE INVESTMENT
PROPERTY UPON THE LIQUIDATION OR DISSOLUTION OF ANY ISSUER SHALL BE PAID OVER TO
THE ADMINISTRATIVE AGENT TO BE HELD BY IT HEREUNDER AS ADDITIONAL COLLATERAL