AS COLLATERAL PURSUANT TO THIS AGREEMENT.
IN THE EVENT THAT AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, ANY INSTRUMENT, CERTIFICATED
SECURITY OR CHATTEL PAPER NOT THERETOFORE DELIVERED TO THE ADMINISTRATIVE AGENT
AND AT SUCH TIME BEING HELD BY ANY GRANTOR SHALL BE IMMEDIATELY DELIVERED TO THE
ADMINISTRATIVE AGENT, DULY INDORSED IN A MANNER SATISFACTORY TO THE
ADMINISTRATIVE AGENT, TO BE HELD AS COLLATERAL PURSUANT TO THIS AGREEMENT.
5.2
MAINTENANCE OF PERFECTED SECURITY INTEREST;
FURTHER DOCUMENTATION.
(A) SUCH GRANTOR SHALL MAINTAIN THE SECURITY INTEREST
CREATED BY THIS AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING AT LEAST THE
PRIORITY DESCRIBED IN SECTION 4.2 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 STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND
DESCRIBING THE ASSETS AND PROPERTY OF SUCH GRANTOR AND SUCH OTHER REPORTS IN
CONNECTION THEREWITH 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
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granted, including (i) filing any financing or continuation statements under the
UCC (or other similar laws) in effect in any jurisdiction with respect to the
security interests created hereby and (ii) in the case of Investment Property,
deposit accounts and any other relevant Collateral, taking any actions necessary
to enable the Administrative Agent to obtain "control" (within the meaning of
the applicable UCC) with respect thereto; provided that the Administrative Agent
may give any notice of exclusive control or similar notice under any securities
account control agreement or deposit account control agreement only if an Event
of Default under Section 13.1.1 or 13.1.4 of the Credit Agreement exists and
(iii) if requested by the Administrative Agent, delivering, to the extent
permitted by law, any original motor vehicle certificates of title received by
such Grantor from the applicable secretary of state or other governmental
authority after information reflecting the Administrative Agent'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
ADMINISTRATIVE AGENT AND DELIVERY TO THE ADMINISTRATIVE AGENT OF (A) ALL
ADDITIONAL FINANCING STATEMENTS AND OTHER DOCUMENTS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT 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