BY A CERTIFICATE OF TITLE; AND (IV) DELIVER
TO THE COLLATERAL AGENT EVIDENCE THAT ALL OTHER ACTIONS THAT THE COLLATERAL
AGENT MAY DEEM REASONABLY NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND PROTECT
THE SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED BY SUCH GRANTOR UNDER
THIS SECURITY AGREEMENT HAVE BEEN TAKEN.
(B)
EACH GRANTOR HEREBY AUTHORIZES THE COLLATERAL AGENT TO FILE
ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO,
INCLUDING, WITHOUT LIMITATION, ONE OR MORE FINANCING STATEMENTS INDICATING THAT
SUCH FINANCING STATEMENTS COVER ALL ASSETS OR ALL PERSONAL PROPERTY (OR WORDS OF
SIMILAR EFFECT) OF SUCH GRANTOR, REGARDLESS OF WHETHER ANY PARTICULAR ASSET
DESCRIBED IN SUCH FINANCING STATEMENTS FALLS WITHIN THE SCOPE OF THE UCC OR THE
GRANTING CLAUSE OF THIS SECURITY AGREEMENT.
A PHOTOCOPY OR OTHER REPRODUCTION
OF THIS SECURITY AGREEMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT WHERE
PERMITTED BY LAW.
EACH GRANTOR RATIFIES ITS AUTHORIZATION FOR THE COLLATERAL
AGENT TO HAVE FILED SUCH FINANCING STATEMENTS, CONTINUATION STATEMENTS OR
AMENDMENTS FILED PRIOR TO THE DATE HEREOF.
THE COLLATERAL AGENT SHALL NOTIFY
THE RELEVANT GRANTOR OF ANY SUCH FILINGS REFERRED TO IN THIS CLAUSE (B) THAT ARE
MADE AFTER THE FUNDING DATE; PROVIDED
THAT THE FAILURE TO GIVE SUCH NOTICE
SHALL NOT AFFECT THE VALIDITY OF SUCH FILINGS OR ANY OTHER RIGHTS OF THE
COLLATERAL AGENT UNDER THIS SECURITY AGREEMENT.
(C)
EACH GRANTOR WILL FURNISH TO THE COLLATERAL AGENT FROM TIME
TO TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE
COLLATERAL OF SUCH GRANTOR AND SUCH OTHER REPORTS IN CONNECTION WITH SUCH
COLLATERAL AS THE COLLATERAL AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE
DETAIL.
SECTION 8.
AS TO EQUIPMENT AND INVENTORY.
To the extent any Grantor has Equipment or Inventory:
(A)
SUCH GRANTOR WILL KEEP ITS EQUIPMENT AND INVENTORY (OTHER
THAN INVENTORY SOLD IN THE ORDINARY COURSE OF BUSINESS) AT THE PLACES THEREFOR
SPECIFIED IN SCHEDULE VI OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE
COLLATERAL AGENT, AT SUCH OTHER PLACES DESIGNATED BY SUCH GRANTOR IN SUCH
NOTICE.
10
(B)
SUCH GRANTOR WILL CAUSE ITS EQUIPMENT TO BE MAINTAINED AND
PRESERVED IN ACCORDANCE WITH SECTION 5.3 OF THE CREDIT AGREEMENT.
SUCH GRANTOR
WILL PROMPTLY FURNISH TO THE COLLATERAL AGENT A STATEMENT RESPECTING ANY LOSS OR
DAMAGE TO ANY OF ITS MATERIAL EQUIPMENT OR INVENTORY.
SECTION 9.
INSURANCE.
Each Grantor will, at its own expense, maintain insurance with respect to its
Collateral as required by Section 5.4 of the Credit Agreement.
SECTION 10.
POST-CLOSING CHANGES; COLLECTIONS ON ASSIGNED AGREEMENTS,
RECEIVABLES AND RELATED CONTRACTS.
(A)
NO GRANTOR WILL CHANGE ITS NAME, TYPE OF ORGANIZATION,
JURISDICTION OF ORGANIZATION, ORGANIZATIONAL IDENTIFICATION NUMBER OR LOCATION
FROM THOSE SET FORTH IN SECTION 6(A) OF THIS SECURITY AGREEMENT WITHOUT FIRST
GIVING AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE COLLATERAL AGENT
AND TAKING ALL ACTION REQUIRED BY THE COLLATERAL AGENT FOR THE PURPOSE OF
PERFECTING OR PROTECTING THE SECURITY INTEREST GRANTED BY THIS SECURITY
AGREEMENT.
IF SUCH GRANTOR DOES NOT HAVE AN ORGANIZATIONAL IDENTIFICATION
NUMBER AND LATER OBTAINS