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, UNLESS A DEFAULT OR AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND
DESCRIBING SUCH GRANTOR'S COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION WITH
SUCH GRANTOR'S 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, (1) THE 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
(2) IN THE CASE OF
INVESTMENT PROPERTY, DEPOSIT ACCOUNTS AND ANY OTHER RELEVANT
COLLATERAL, TAKING ANY COMMERCIALLY REASONABLE ACTIONS TO ENABLE THE FIRST LIEN
ADMINISTRATIVE AGENT (OR, AFTER THE DISCHARGE OF FIRST LIEN OBLIGATIONS,
ADMINISTRATIVE AGENT) TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE
UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
5.6.
Changes in Name, etc.
Such Grantor will not, except upon 15 days'
prior written notice to the Administrative Agent, (I) change its jurisdiction of
organization or the location of its chief executive office or sole 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 and shall deliver promptly to the Administrative Agent (1) all
additional financing statements and other documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security interests provided for herein and (2) if applicable, a written
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supplement to Schedule 5 showing any additional location at which such Grantor's
Inventory or Equipment shall be kept.
5.7.
Notices.
Such Grantor will promptly give notice to the
Administrative Agent, addressed to the Administrative Agent and the Lenders, in
reasonable detail, of:
(A)
ANY LIEN (OTHER THAN SECURITY INTERESTS CREATED HEREBY OR LIENS
PERMITTED UNDER THE SECOND LIEN CREDIT AGREEMENT) ON ANY OF SUCH GRANTOR'S
COLLATERAL WHICH WOULD MATERIALLY ADVERSELY AFFECT THE ABILITY OF THE
ADMINISTRATIVE AGENT TO EXERCISE ANY OF ITS REMEDIES HEREUNDER; AND
(B)
THE OCCURRENCE OF ANY OTHER EVENT WHICH WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE SECURITY INTERESTS CREATED
HEREBY.
5.8.
Investment Property.
(a)
So long as the Borrower Obligations are
still outstanding, at any time following the Discharge