IF REQUIRED BY THE TERMS OF THE CREDIT
AGREEMENT AND NOT WAIVED BY AGENT IN WRITING (WHICH WAIVER MAY BE REVOKED), EACH
GRANTOR SHALL OBTAIN AUTHENTICATED CONTROL LETTERS FROM EACH ISSUER OF
UNCERTIFICATED SECURITIES, SECURITIES INTERMEDIARY, OR COMMODITIES INTERMEDIARY
ISSUING OR HOLDING ANY FINANCIAL ASSETS OR COMMODITIES TO OR FOR ANY GRANTOR.
(V)
IN ACCORDANCE WITH SECTION 6.16 OF THE
CREDIT AGREEMENT, EACH GRANTOR SHALL OBTAIN A BLOCKED ACCOUNT, LOCKBOX OR
SIMILAR AGREEMENT WITH EACH BANK OR FINANCIAL INSTITUTION HOLDING A DEPOSIT
ACCOUNT FOR SUCH GRANTOR.
(VI)
EACH GRANTOR THAT IS OR BECOMES THE
BENEFICIARY OF A LETTER OF CREDIT SHALL PROMPTLY, AND IN ANY EVENT WITHIN TWO
(2) BUSINESS DAYS AFTER BECOMING A BENEFICIARY, NOTIFY AGENT THEREOF AND ENTER
INTO A TRI-PARTY AGREEMENT WITH AGENT AND THE ISSUER AND/OR CONFIRMATION BANK
WITH RESPECT TO LETTER-OF-CREDIT RIGHTS ASSIGNING SUCH LETTER-OF-CREDIT RIGHTS
TO AGENT AND DIRECTING ALL PAYMENTS
11
THEREUNDER TO THE COLLECTION ACCOUNT, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT.
(VII)
EACH GRANTOR SHALL TAKE ALL STEPS NECESSARY TO
GRANT THE AGENT CONTROL OF ALL ELECTRONIC CHATTEL PAPER IN ACCORDANCE WITH THE
CODE AND ALL "TRANSFERABLE RECORDS" AS DEFINED IN EACH OF THE UNIFORM ELECTRONIC
TRANSACTIONS ACT AND THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE
ACT.
(VIII)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE
AGENT AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY FILING OFFICE IN ANY
UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS AND
AMENDMENTS THERETO THAT (A) INDICATE THE COLLATERAL (I) AS ALL ASSETS OF SUCH
GRANTOR OR WORDS OF SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET
COMPRISED IN THE COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE CODE OR
SUCH JURISDICTION, OR (II) AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER
DETAIL, AND (B) CONTAIN ANY OTHER INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF
THE CODE FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING
STATEMENT OR AMENDMENT, INCLUDING (I) WHETHER SUCH GRANTOR IS AN ORGANIZATION,
THE TYPE OF ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION NUMBER ISSUED TO
SUCH GRANTOR, AND (II) IN THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE
FILING OR INDICATING COLLATERAL AS AS-EXTRACTED COLLATERAL OR TIMBER TO BE CUT,
A SUFFICIENT DESCRIPTION OF REAL PROPERTY TO WHICH THE COLLATERAL RELATES.
EACH
GRANTOR 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.
(IX)
EACH GRANTOR SHALL PROMPTLY, AND IN ANY
EVENT WITHIN TWO (2) BUSINESS DAYS AFTER THE SAME IS ACQUIRED BY IT, NOTIFY
AGENT OF ANY COMMERCIAL TORT CLAIM (AS DEFINED IN THE CODE) ACQUIRED BY IT AND
UNLESS OTHERWISE CONSENTED BY AGENT, SUCH GRANTOR SHALL ENTER INTO A SUPPLEMENT
TO THIS SECURITY AGREEMENT, GRANTING TO AGENT A LIEN IN SUCH COMMERCIAL TORT
CLAIM.
(B)
MAINTENANCE OF RECORDS.
GRANTORS SHALL