ASSIGN AND DELIVER THE SAME TO THE CANADIAN AGENT, ACCOMPANIED BY SUCH
INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED IN BLANK AS THE CANADIAN
AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
(B)
LETTER-OF-CREDIT RIGHTS. IF ANY GRANTOR IS AT ANY TIME A BENEFICIARY UNDER
A LETTER OF CREDIT NOW OR HEREAFTER ISSUED IN FAVOR OF SUCH GRANTOR, THE RIGHTS
UNDER WHICH ARE SUBJECT TO THE SECURITY INTEREST, SUCH GRANTOR SHALL PROMPTLY
NOTIFY THE CANADIAN AGENT THEREOF AND, AT THE REQUEST AND OPTION OF THE CANADIAN
AGENT, SUCH GRANTOR SHALL, PURSUANT TO AN AGREEMENT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE CANADIAN AGENT, EITHER (I) ARRANGE FOR THE ISSUER
AND ANY CONFIRMER OF SUCH LETTER OF CREDIT TO CONSENT TO AN ASSIGNMENT TO THE
CANADIAN AGENT OF THE PROCEEDS OF ANY DRAWING UNDER THE LETTER OF CREDIT OR
(II) ARRANGE FOR THE CANADIAN AGENT TO BECOME THE TRANSFEREE BENEFICIARY OF THE
LETTER OF CREDIT, WITH THE CANADIAN AGENT AGREEING, IN EACH CASE, THAT THE
PROCEEDS OF ANY DRAWING UNDER THE LETTER OF CREDIT ARE TO BE PAID TO THE
APPLICABLE GRANTOR UNLESS AN EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING.
(C)
COLLATERAL ACCESS AGREEMENTS. EACH GRANTOR SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN A COLLATERAL ACCESS AGREEMENT FROM THE LESSOR OF
EACH LEASED PROPERTY, MORTGAGEE OF OWNED PROPERTY OR BAILEE OR CONSIGNEE WITH
RESPECT TO ANY WAREHOUSE, PROCESSOR OR CONVERTER FACILITY OR OTHER LOCATION
WHERE COLLATERAL IS STORED OR LOCATED, WHICH AGREEMENT OR LETTER SHALL PROVIDE
ACCESS RIGHTS AND CONTAIN A WAIVER OR SUBORDINATION OF ALL LIENS OR CLAIMS THAT
THE LANDLORD, MORTGAGEE, BAILEE OR CONSIGNEE MAY ASSERT AGAINST THE COLLATERAL
AT THAT LOCATION, AND SHALL OTHERWISE BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE CANADIAN AGENT. IF THE CANADIAN AGENT SHALL NOT HAVE RECEIVED A
COLLATERAL ACCESS AGREEMENT AS TO ANY SUCH LOCATION, THE ELIGIBLE INVENTORY AT
THAT LOCATION SHALL BE SUBJECT TO SUCH RESERVES AS MAY BE ESTABLISHED BY THE
CANADIAN AGENT. AFTER THE EFFECTIVE DATE, NO REAL PROPERTY OR WAREHOUSE SPACE
SHALL BE LEASED BY ANY GRANTOR AND NO INVENTORY SHALL BE SHIPPED TO A PROCESSOR
OR CONVERTER UNDER ARRANGEMENTS ESTABLISHED AFTER THE EFFECTIVE DATE UNLESS AND
UNTIL A SATISFACTORY COLLATERAL ACCESS AGREEMENT SHALL HAVE BEEN OBTAINED WITH
RESPECT TO SUCH LOCATION, AND IF IT HAS NOT BEEN OBTAINED, THE ELIGIBLE
INVENTORY AT THAT LOCATION SHALL BE SUBJECT TO THE ESTABLISHMENT OF RESERVES
ACCEPTABLE TO THE CANADIAN AGENT. EACH GRANTOR SHALL TIMELY AND FULLY PAY AND
PERFORM ITS OBLIGATIONS UNDER ALL LEASES AND OTHER AGREEMENTS WITH RESPECT TO
EACH LEASED LOCATION OR THIRD PARTY WAREHOUSE WHERE ANY COLLATERAL IS OR MAY BE
LOCATED.
SECTION 3.05.
CASH MANAGEMENT SYSTEM.
(A)
DEPOSIT ACCOUNTS. EACH GRANTOR SHALL AS PROMPTLY AS PRACTICABLE, AND IN ANY
EVENT WITHIN THE PERIOD REFERRED TO IN SECTION 4.01(S) OF THE CREDIT AGREEMENT,
FOR EACH DEPOSIT ACCOUNT THAT SUCH GRANTOR AT ANY TIME OPENS OR MAINTAINS (OTHER
THAN PAYROLL AND PETTY CASH ACCOUNTS, THE AGGREGATE AMOUNT ON DEPOSIT IN ALL OF
WHICH ACCOUNTS