SALE,
FORFEITURE OR LOSS OF ANY MATERIAL PORTION OF THE COLLATERAL OR ANY INTEREST
THEREIN.
12
5.5
MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER
DOCUMENTATION.
(A)
SUCH GRANTOR SHALL MAINTAIN THE SECURITY INTEREST CREATED
BY THIS AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING AT LEAST THE PRIORITY
DESCRIBED IN SECTION 4.3 AND SHALL DEFEND SUCH SECURITY INTEREST AGAINST THE
CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
(B)
SUCH GRANTOR WILL FURNISH TO THE ADMINISTRATIVE AGENT AND THE
LENDERS FROM TIME TO TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND
DESCRIBING THE COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION WITH THE
COLLATERAL AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE
DETAIL.
(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 OF 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, PLEDGED SECURITIES, DEPOSIT ACCOUNTS
AND ANY OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS NECESSARY TO ENABLE THE
ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE
UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO, PROVIDED THAT EACH GRANTOR (A)
SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CONTROL AGREEMENT WITH RESPECT TO
EACH DEPOSIT ACCOUNT, SECURITIES ACCOUNT AND COMMODITY ACCOUNT LISTED ON
SCHEDULE 7.10 TO THE CREDIT AGREEMENT WITHIN THE TIME PERIOD SET FORTH IN
SECTION 7.10 OF THE CREDIT AGREEMENT AND (B) SHALL NOT MAINTAIN ANY ASSETS IN
ANY NEW DEPOSIT ACCOUNT, SECURITIES ACCOUNT OR COMMODITY ACCOUNT UNLESS IT HAS
DELIVERED TO THE ADMINISTRATIVE AGENT A CONTROL AGREEMENT WITH RESPECT TO SUCH
NEW DEPOSIT ACCOUNT, SECURITIES ACCOUNT OR COMMODITY ACCOUNT.
5.6
CHANGES IN JURISDICTION OF ORGANIZATION, LOCATIONS, NAME, ETC.
SUCH
GRANTOR WILL NOT, EXCEPT UPON 15 DAYS' PRIOR WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT AND DELIVERY TO THE ADMINISTRATIVE AGENT OF ALL ADDITIONAL
EXECUTED FINANCING STATEMENTS AND OTHER DOCUMENTS (IN EACH CASE EXECUTED TO THE
EXTENT REQUIRED) REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO MAINTAIN
THE VALIDITY, PERFECTION AND PRIORITY OF THE SECURITY INTERESTS PROVIDED FOR
HEREIN:
(I)
CHANGE ITS JURISDICTION OF ORGANIZATION, OR IF SUCH GRANTOR DOES NOT
HAVE A JURISDICTION OF ORGANIZATION FOR PURPOSES OF THE NEW YORK UCC, THE
LOCATION OF ITS CHIEF EXECUTIVE OFFICE OR PRINCIPAL PLACE OF BUSINESS FROM THAT
REFERRED TO IN SECTION 4.4; OR
(II)
CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE TO SUCH AN EXTENT THAT
ANY FINANCING STATEMENT FILED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THIS AGREEMENT WOULD BECOME MISLEADING.
5.7
NOTICES.
SUCH GRANTOR WILL ADVISE THE ADMINISTRATIVE AGENT AND THE
LENDERS PROMPTLY, IN