shall take all actions reasonably
requested by the Administrative Agent to maintain the security interest created
by this Agreement as a security interest having at least the perfection and
priority described in Section 4.2 and shall take all commercially reasonable
actions to defend such security interest against the claims and demands of all
Persons whomsoever, subject in each case to, in the case of Collateral
consisting of Pledged Equity and Pledged Debt, nonconsensual Liens permitted by
Section 7.01 of the Credit Agreement and, in the case of Collateral other than
Pledged Equity and Pledged Debt, Liens permitted by the Credit Agreement and to
the rights of such Grantor under the Loan Documents to dispose of the
Collateral.
(B)
SUCH GRANTOR WILL FURNISH TO THE ADMINISTRATIVE AGENT 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, ALL IN REASONABLE DETAIL.
EACH
YEAR, AT THE TIME OF DELIVERY OF ANNUAL FINANCIAL STATEMENTS WITH RESPECT TO THE
PRECEDING FISCAL YEAR PURSUANT TO SECTION 6.01(A) OF THE CREDIT AGREEMENT, THE
COMPANY SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE EXECUTED BY THE
ASSOCIATE GENERAL COUNSEL OR THE CHIEF LEGAL OFFICER OF THE COMPANY SETTING
FORTH THE INFORMATION REQUIRED PURSUANT TO THE PERFECTION CERTIFICATE OR
CONFIRMING THAT THERE HAS BEEN NO CHANGE IN SUCH INFORMATION SINCE THE DATE OF
SUCH CERTIFICATE OR THE DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT
TO THIS SECTION 5.3(B).
13
(C)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE
ADMINISTRATIVE 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 ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL
BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS 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 INVESTMENT PROPERTY NOT ISSUED BY THE COMPANY OR ITS
SUBSIDIARIES, DEPOSIT ACCOUNTS, LETTER OF CREDIT RIGHTS AND ANY OTHER RELEVANT
COLLATERAL, USING COMMERCIALLY REASONABLE EFFORTS TO TAKE, AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, ANY ACTIONS
NECESSARY TO ENABLE THE ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE
MEANING OF THE APPLICABLE UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
5.4.
Changes in Locations, Name, etc.
Such Grantor
will not, except upon 10 days' prior written notice to the Administrative Agent
(or such shorter notice as shall be reasonably satisfactory to the
Administrative Agent) and delivery to the Administrative Agent of all additional
executed financing statements and other documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security interests provided