HEREOF THAT ARE REQUIRED BY THE CREDIT AGREEMENT TO BE
SUBJECT TO THE LIEN CREATED HEREBY OR (II) WITH RESPECT TO ANY PERSON THAT,
SUBSEQUENT TO THE DATE HEREOF, BECOMES A SUBSIDIARY OF THE BORROWER THAT IS
REQUIRED BY THE CREDIT AGREEMENT TO BECOME A PARTY HERETO, THE RELEVANT GRANTOR
AFTER THE ACQUISITION OR CREATION THEREOF SHALL PROMPTLY TAKE ALL ACTIONS
REQUIRED BY THE CREDIT AGREEMENT OR THIS SUBSECTION 4.1.
4.2.
CHANGES IN LOCATIONS, NAME, ETC.
EACH GRANTOR
WILL FURNISH TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE
(I) IN ITS LEGAL NAME, (II) IN ITS JURISDICTION OF INCORPORATION OR
ORGANIZATION, (III) IN ITS IDENTITY OR TYPE OF ORGANIZATION OR CORPORATE
STRUCTURE, (IV) IN THE CASE OF ANY GRANTOR THAT IS NOT A REGISTERED
ORGANIZATION, IN ITS CHIEF EXECUTIVE OFFICE OR PRINCIPAL PLACE OF BUSINESS OR
(V) IN ITS FEDERAL TAXPAYER IDENTIFICATION NUMBER OR ORGANIZATIONAL
IDENTIFICATION NUMBER.
EACH GRANTOR AGREES PROMPTLY TO PROVIDE THE
ADMINISTRATIVE AGENT WITH CERTIFIED ORGANIZATIONAL DOCUMENTS REFLECTING ANY OF
THE CHANGES DESCRIBED IN THE FIRST SENTENCE OF THIS PARAGRAPH.
EACH GRANTOR
AGREES NOT TO EFFECT OR PERMIT ANY CHANGE REFERRED
10
TO IN THE FIRST SENTENCE OF THIS PARAGRAPH UNLESS ALL FILINGS HAVE BEEN MADE
UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE THAT ARE REQUIRED IN ORDER FOR
THE ADMINISTRATIVE AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE
A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN ALL THE COLLATERAL HAVING AT
LEAST THE PRIORITY DESCRIBED IN SUBSECTION 3.2.
EACH GRANTOR ALSO AGREES
PROMPTLY TO NOTIFY THE ADMINISTRATIVE AGENT IF ANY MATERIAL PORTION OF THE
COLLATERAL IS DAMAGED OR DESTROYED.
4.3.
NOTICES.
EACH GRANTOR WILL ADVISE THE
ADMINISTRATIVE AGENT AND THE LENDERS PROMPTLY, IN REASONABLE DETAIL, OF ANY LIEN
OF WHICH IT HAS KNOWLEDGE (OTHER THAN THE SECURITY INTERESTS CREATED HEREBY OR
LIENS PERMITTED UNDER THE CREDIT AGREEMENT) ON ANY OF THE COLLATERAL WHICH WOULD
ADVERSELY AFFECT, IN ANY MATERIAL RESPECT, THE ABILITY OF THE ADMINISTRATIVE
AGENT TO EXERCISE ANY OF ITS REMEDIES HEREUNDER.
4.4.
SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT.
(A)
EACH GRANTOR SHALL, PROMPTLY AFTER THE ACQUISITION BY SUCH GRANTOR OF ANY
ITEM OF EQUIPMENT THAT IS COVERED BY A CERTIFICATE OF TITLE UNDER A STATUTE OF
ANY JURISDICTION UNDER THE LAW OF WHICH INDICATION OF A SECURITY INTEREST ON
SUCH CERTIFICATE IS REQUIRED AS A CONDITION OF PERFECTION THEREOF, EXECUTE AND
FILE WITH THE REGISTRAR OF MOTOR VEHICLES OR OTHER APPROPRIATE AUTHORITY IN SUCH
JURISDICTION AN APPLICATION OR OTHER DOCUMENT REQUESTING THE NOTATION OR OTHER
INDICATION OF THE SECURITY INTEREST CREATED HEREUNDER ON SUCH CERTIFICATE OF
TITLE.
(B)
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF ANY EVENT OF DEFAULT, ALL INSURANCE PAYMENTS IN RESPECT OF SUCH
EQUIPMENT SHALL BE PAID TO AND APPLIED BY ADMINISTRATIVE AGENT AS SPECIFIED IN
SUBSECTION 5.4 HEREOF.
(C)
AT THE ADMINISTRATIVE AGENT'S REQUEST AT
ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
EACH GRANTOR SHALL DELIVER TO THE ADMINISTRATIVE AGENT THE CERTIFICATES OF TITLE
COVERING EACH