9
OF THE UNIFORM COMMERCIAL CODE OF SUCH JURISDICTION, OR (2) BY ANY OTHER
DESCRIPTION WHICH REASONABLY APPROXIMATES THE DESCRIPTION CONTAINED IN THIS
SECURITY AGREEMENT, AND (II) CONTAIN ANY OTHER INFORMATION REQUIRED BY PART 5 OF
ARTICLE 9 OF THE UCC FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY
FINANCING STATEMENT OR AMENDMENT, INCLUDING (A) WHETHER THE GRANTOR IS AN
ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION
NUMBER ISSUED TO THE GRANTOR AND (B) IN THE CASE OF A FINANCING STATEMENT FILED
AS A FIXTURE FILING, A SUFFICIENT DESCRIPTION OF REAL PROPERTY TO WHICH THE
COLLATERAL RELATES.
EACH GRANTOR ALSO AGREES TO FURNISH ANY SUCH INFORMATION TO
THE AGENT PROMPTLY UPON REQUEST.
EACH GRANTOR ALSO RATIFIES ITS AUTHORIZATION
FOR THE AGENT TO HAVE FILED IN ANY UNIFORM COMMERCIAL CODE JURISDICTION ANY
INITIAL FINANCING STATEMENTS OR AMENDMENTS THERETO IF FILED PRIOR TO THE DATE
HEREOF.
(C)
FURTHER ASSURANCES.
EACH GRANTOR WILL, IF
REASONABLY REQUESTED BY THE AGENT, BUT NOT MORE FREQUENTLY THAN ONCE PER
QUARTER, FURNISH TO THE AGENT STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND
DESCRIBING THE COLLATERAL AND SUCH OTHER REPORTS AND INFORMATION IN CONNECTION
WITH THE COLLATERAL AS THE AGENT MAY REASONABLY REQUEST, ALL IN SUCH DETAIL AS
THE AGENT MAY REASONABLY SPECIFY. EACH GRANTOR ALSO AGREES TO TAKE ANY AND ALL
ACTIONS NECESSARY TO DEFEND TITLE TO THE COLLATERAL AGAINST ALL PERSONS AND TO
DEFEND THE SECURITY INTEREST OF THE AGENT IN THE COLLATERAL AND THE PRIORITY
THEREOF AGAINST ANY LIEN NOT PERMITTED UNDER SECTION 6.02 OF THE CREDIT
AGREEMENT.
(D)
DISPOSITION OF COLLATERAL.
NO GRANTOR WILL
SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF THE COLLATERAL EXCEPT FOR SALES,
LEASES, TRANSFERS AND OTHER DISPOSITIONS SPECIFICALLY PERMITTED UNDER SECTION
6.05 OF THE CREDIT AGREEMENT.
(E)
LIENS.
NO GRANTOR WILL CREATE, INCUR, OR
SUFFER TO EXIST ANY LIEN ON THE COLLATERAL EXCEPT (I) THE SECURITY INTEREST
CREATED BY THIS SECURITY AGREEMENT, AND (II) LIENS PERMITTED BY SECTION 6.02 OF
THE CREDIT AGREEMENT.
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(F)
OTHER FINANCING STATEMENTS.
NO GRANTOR
WILL AUTHORIZE THE FILING OF ANY FINANCING STATEMENT NAMING IT AS DEBTOR
COVERING ALL OR ANY PORTION OF THE COLLATERAL, EXCEPT TO COVER SECURITY
INTERESTS AS PERMITTED BY SECTION 4.1(E). EACH GRANTOR ACKNOWLEDGES THAT IT IS
NOT AUTHORIZED TO FILE ANY FINANCING STATEMENT OR AMENDMENT OR TERMINATION
STATEMENT WITH RESPECT TO ANY FINANCING STATEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE AGENT, SUBJECT TO SUCH GRANTOR'S RIGHTS UNDER SECTION 9-509(D)(2)
OF THE UCC.
WITHOUT LIMITING THE FOREGOING, EACH GRANTOR SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ANY FINANCING STATEMENT FILED BY
ANY PERSON WITH RESPECT TO CONSIGNMENT INVENTORY SHALL CLEARLY INDICATE THAT
SUCH FINANCING STATEMENT RELATES TO A CONSIGNMENT TRANSACTION WITH RESPECT TO
SUCH CONSIGNMENT INVENTORY BETWEEN THE APPLICABLE GRANTOR AND SUCH PERSON.
(G)
CHANGE OF NAME, ETC.
EACH GRANTOR AGREES TO
FURNISH TO THE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE IN:
(I) SUCH GRANTOR'S
NAME; (II) THE LOCATION OF SUCH GRANTOR'S CHIEF EXECUTIVE OFFICE OR ITS
PRINCIPAL PLACE OF BUSINESS; (III) SUCH GRANTOR'S