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 GRANTED, INCLUDING, WITHOUT LIMITATION, (I) FILING OF ANY FINANCING OR
CONTINUATION STATEMENTS UNDER THE UNIFORM COMMERCIAL CODE (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, PLEDGED SECURITIES,
DEPOSIT ACCOUNTS AND ANY OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS NECESSARY
13
TO ENABLE THE ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF
THE APPLICABLE UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO, PROVIDED THAT EACH
GRANTOR (A) SHALL DELIVER TO THE ADMINISTRATIVE AGENT OR SHALL CONTINUE TO
MAINTAIN IN FULL FORCE AND EFFECT A CONTROL AGREEMENT WITH RESPECT TO EACH
DEPOSIT ACCOUNT, SECURITIES ACCOUNT AND COMMODITY ACCOUNT LISTED ON SCHEDULE
7.10 TO THE EXISTING CREDIT AGREEMENT AND (B) SHALL NOT MAINTAIN ANY ASSETS IN
ANY NEW DEPOSIT ACCOUNT, SECURITIES ACCOUNT OR COMMODITY ACCOUNT UNLESS IT HAS
DELIVERED TO THE ADMINISTRATIVE AGENT A CONTROL AGREEMENT WITH RESPECT TO SUCH
NEW DEPOSIT ACCOUNT, SECURITIES ACCOUNT OR COMMODITY ACCOUNT.
5.6
Changes in Jurisdiction of Organization, Locations,
Name, etc.
Such Grantor will not, except upon 15 days' prior written notice to
the Administrative Agent and delivery to the Administrative Agent of all
additional executed financing statements and other documents (in each case
executed to the extent required) reasonably requested by the Administrative
Agent to maintain the validity, perfection and priority of the security
interests provided for herein:
(i)
change its jurisdiction of organization,
or if such Grantor does not have a jurisdiction of organization for purposes of
the New York UCC, the location of its chief executive office or principal place
of business from that referred to in Section 4.4; or
(ii)
change its name, identity or corporate
structure to such an extent that any financing statement filed by the
Administrative Agent in connection with this Agreement would become misleading.
5.7
Notices.
Such Grantor will advise the Administrative
Agent and the Lenders promptly, in reasonable detail, of:
(a)
any Lien (other than security interests
created hereby or Liens permitted under the Credit Agreement) on any of the
Collateral which would adversely affect the ability of the Administrative Agent
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 security interests created hereby.
5.8
Pledged Securities.
(a)
If such Grantor shall become
entitled to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with