APPLICABLE SECRETARY OF STATE OR OTHER GOVERNMENTAL
AUTHORITY AFTER INFORMATION REFLECTING THE SECURED PARTY'S SECURITY INTEREST HAS
BEEN RECORDED THEREIN.
5.3
CHANGES IN LOCATIONS, NAME, ETC.
SUCH
GRANTOR SHALL NOT, EXCEPT UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE SECURED
PARTY AND DELIVERY TO THE SECURED PARTY OF (A) ALL ADDITIONAL EXECUTED FINANCING
STATEMENTS AND OTHER DOCUMENTS REASONABLY REQUESTED BY THE SECURED PARTY AS TO
THE VALIDITY, PERFECTION AND PRIORITY OF THE SECURITY INTERESTS PROVIDED FOR
HEREIN AND (B) IF APPLICABLE, A WRITTEN SUPPLEMENT TO SCHEDULE 4 SHOWING ANY
ADDITIONAL LOCATION AT WHICH INVENTORY OR EQUIPMENT SHALL BE KEPT:
(I)
PERMIT ANY OF THE INVENTORY OR EQUIPMENT
TO BE KEPT AT A LOCATION OTHER THAN THOSE LISTED ON SCHEDULE 4; PROVIDED, THAT
UP TO $100,000 (IN THE AGGREGATE FOR ALL GRANTORS) IN FAIR MARKET VALUE OF ANY
SUCH INVENTORY AND EQUIPMENT MAY BE KEPT AT OTHER LOCATIONS;
(II)
CHANGE ITS JURISDICTION OF ORGANIZATION OR
THE LOCATION OF ITS CHIEF EXECUTIVE OFFICE FROM THAT SPECIFIED ON SCHEDULE 1 OR
IN ANY SUBSEQUENT NOTICE DELIVERED PURSUANT TO THIS SECTION 5.3; OR
(III)
CHANGE ITS NAME, IDENTITY OR CORPORATE
STRUCTURE.
5.4
NOTICES.
SUCH GRANTOR WILL ADVISE THE
SECURED PARTY PROMPTLY UPON KNOWLEDGE BY SUCH GRANTOR THEREOF, IN REASONABLE
DETAIL, OF:
(A)
ANY LIEN (OTHER THAN PERMITTED LIENS) ON
ANY OF THE COLLATERAL WHICH WOULD ADVERSELY AFFECT THE ABILITY OF THE SECURED
PARTY TO EXERCISE ANY OF ITS REMEDIES HEREUNDER; AND
(B)
THE OCCURRENCE OF ANY OTHER EVENT WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE AGGREGATE
VALUE OF THE COLLATERAL OR ON THE LIENS CREATED HEREBY.
5.5
INVESTMENT PROPERTY.
(A) IF SUCH GRANTOR
SHALL BECOME ENTITLED TO RECEIVE OR SHALL RECEIVE ANY CERTIFICATE, OPTION OR
RIGHTS IN RESPECT OF THE EQUITY INTERESTS OF ANY ISSUER, WHETHER IN ADDITION TO,
IN SUBSTITUTION OF, AS A CONVERSION OF, OR IN EXCHANGE FOR, ANY OF THE PLEDGED
EQUITY,
15
OR OTHERWISE IN RESPECT THEREOF, SUCH GRANTOR SHALL ACCEPT THE SAME AS THE AGENT
OF THE SECURED PARTY, HOLD THE SAME IN TRUST FOR THE SECURED PARTY AND DELIVER
THE SAME FORTHWITH TO THE SECURED PARTY IN THE EXACT FORM RECEIVED, DULY
ENDORSED BY SUCH GRANTOR TO THE SECURED PARTY, IF REQUIRED, TOGETHER WITH AN
UNDATED INSTRUMENT OF TRANSFER COVERING SUCH CERTIFICATE DULY EXECUTED IN BLANK
BY SUCH GRANTOR AND WITH, IF THE SECURED PARTY SO REQUESTS, SIGNATURE
GUARANTEED, TO BE HELD BY THE SECURED PARTY, SUBJECT TO THE TERMS HEREOF, AS
ADDITIONAL COLLATERAL FOR THE ISDA OBLIGATIONS. UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF A DEFAULT OR POTENTIAL TERMINATION EVENT, (I) ANY SUMS PAID
UPON OR IN RESPECT OF THE INVESTMENT PROPERTY UPON THE LIQUIDATION OR
DISSOLUTION OF ANY ISSUER SHALL BE PAID OVER TO THE SECURED PARTY TO BE HELD BY
IT HEREUNDER AS ADDITIONAL COLLATERAL FOR THE ISDA OBLIGATIONS, AND (II) IN CASE
ANY DISTRIBUTION OF CAPITAL SHALL BE MADE ON OR IN RESPECT OF THE INVESTMENT
PROPERTY OR ANY PROPERTY SHALL BE DISTRIBUTED UPON OR WITH