TO SUCH
RECEIVABLE.
4.3.
MAINTENANCE OF GOODS.
THE GRANTOR WILL DO ALL
THINGS NECESSARY TO MAINTAIN, PRESERVE, PROTECT AND KEEP THE INVENTORY AND THE
EQUIPMENT OWNED BY THE GRANTOR IN GOOD REPAIR, WORKING ORDER AND SALEABLE
CONDITION (ORDINARY WEAR AND TEAR EXCEPTED) AND MAKE ALL NECESSARY AND PROPER
REPAIRS, RENEWALS AND REPLACEMENTS SO THAT ITS BUSINESS CARRIED ON IN CONNECTION
THEREWITH MAY BE PROPERLY CONDUCTED AT ALL TIMES, EXCEPT WHERE THE FAILURE TO DO
SO, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
4.4.
INSTRUMENTS, SECURITIES, CHATTEL PAPER,
DOCUMENTS AND PLEDGED DEPOSITS.
THE GRANTOR WILL (I) DELIVER TO THE SECURED
PARTY IMMEDIATELY UPON EXECUTION OF THIS SECURITY AGREEMENT THE ORIGINALS OF ALL
CHATTEL PAPER, SECURITIES (TO THE EXTENT CERTIFICATED) AND INSTRUMENTS
CONSTITUTING COLLATERAL (IF ANY THEN EXIST), (II) HOLD IN TRUST FOR THE SECURED
PARTY UPON RECEIPT AND IMMEDIATELY THEREAFTER DELIVER TO THE SECURED PARTY ANY
CHATTEL PAPER, SECURITIES AND INSTRUMENTS CONSTITUTING COLLATERAL, (III) UPON
THE DESIGNATION OF ANY PLEDGED DEPOSITS (AS SET FORTH IN THE DEFINITION
THEREOF), DELIVER TO THE SECURED PARTY SUCH PLEDGED DEPOSITS WHICH ARE EVIDENCED
BY CERTIFICATES INCLUDED IN THE COLLATERAL ENDORSED IN BLANK, MARKED WITH SUCH
LEGENDS AND ASSIGNED AS THE SECURED PARTY SHALL SPECIFY, AND (IV) UPON THE
SECURED PARTY'S REQUEST, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, DELIVER TO THE SECURED PARTY (AND THEREAFTER HOLD IN TRUST FOR
THE SECURED PARTY UPON RECEIPT AND IMMEDIATELY DELIVER TO THE SECURED PARTY) ANY
DOCUMENT EVIDENCING OR CONSTITUTING COLLATERAL.
4.5.
UNCERTIFICATED SECURITIES AND CERTAIN OTHER
INVESTMENT PROPERTY.
THE GRANTOR WILL PERMIT THE SECURED PARTY FROM TIME TO
TIME TO USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE APPROPRIATE ISSUERS
(AND, IF HELD WITH A SECURITIES INTERMEDIARY, SUCH SECURITIES INTERMEDIARY) OF
UNCERTIFICATED SECURITIES OR OTHER TYPES OF INVESTMENT PROPERTY NOT REPRESENTED
BY CERTIFICATES WHICH ARE COLLATERAL OWNED BY THE GRANTOR TO MARK THEIR BOOKS
AND RECORDS WITH THE NUMBERS AND FACE AMOUNTS OF ALL SUCH UNCERTIFICATED
SECURITIES OR OTHER TYPES OF INVESTMENT PROPERTY NOT REPRESENTED BY CERTIFICATES
AND ALL ROLLOVERS AND REPLACEMENTS THEREFOR TO REFLECT THE LIEN OF THE
12
SECURED PARTY GRANTED PURSUANT TO THIS SECURITY AGREEMENT.
THE GRANTOR WILL USE
ALL COMMERCIALLY REASONABLE EFFORTS, WITH RESPECT TO INVESTMENT PROPERTY
CONSTITUTING COLLATERAL OWNED BY THE GRANTOR AND HELD WITH A FINANCIAL
INTERMEDIARY, TO CAUSE SUCH FINANCIAL INTERMEDIARY TO ENTER INTO A CONTROL
AGREEMENT WITH THE SECURED PARTY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE SECURED PARTY, NOT LATER THAN SIXTY DAYS AFTER THE ISSUANCE DATE WITH
RESPECT TO ANY FINANCIAL INTERMEDIARY IN POSSESSION OF SUCH COLLATERAL ON THE
ISSUANCE DATE AND PROMPTLY AFTER THE DEPOSIT OF ANY SUCH COLLATERAL WITH A NEW
FINANCIAL INTERMEDIARY AFTER THE ISSUANCE DATE.
4.6.
STOCK AND OTHER OWNERSHIP INTERESTS.
4.6.1
CHANGES IN CAPITAL STRUCTURE OF ISSUERS.
THE GRANTOR WILL NEITHER
(I) PERMIT OR SUFFER ANY ISSUERS OF PRIVATELY HELD CORPORATE SECURITIES OR OTHER
OWNERSHIP INTERESTS IN A CORPORATION, PARTNERSHIP, JOINT VENTURE OR LIMITED
LIABILITY COMPANY CONSTITUTING COLLATERAL