AND DESIGNATIONS OF ITS COLLATERAL, WAREHOUSE RECEIPTS, RECEIPTS IN
THE NATURE OF WAREHOUSE RECEIPTS, BILLS OF LADING, DOCUMENTS OF TITLE, VOUCHERS,
INVOICES, SCHEDULES, CONFIRMATORY ASSIGNMENTS, CONVEYANCES, FINANCING
STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF ATTORNEY, CERTIFICATES, REPORTS AND
OTHER ASSURANCES OR INSTRUMENTS AND TAKE SUCH FURTHER STEPS RELATING TO THE
COLLATERAL AND OTHER PROPERTY OR RIGHTS COVERED BY THE SECURITY INTEREST HEREBY
GRANTED BY SUCH ASSIGNOR, WHICH THE COLLATERAL AGENT DEEMS REASONABLY
APPROPRIATE OR ADVISABLE TO PERFECT, PRESERVE, REALIZE UPON OR PROTECT ITS
SECURITY INTEREST IN THE COLLATERAL, WITHIN SEVEN DAYS AFTER ANY REQUEST BY THE
COLLATERAL AGENT OR SUCH EARLIER DATE AS MAY BE REQUIRED BY LAW OR NECESSARY TO
PRESERVE OR PROTECT THE SECURITY INTERESTS IN THE COLLATERAL GRANTED BY SUCH
ASSIGNOR PURSUANT TO THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, UPON THE
INSTITUTION OF ANY ACTION, CLAIM OR PROCEEDING THAT COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL COMMERCIAL TORT CLAIM, ASSIGNORS WILL DELIVER TO
COLLATERAL AGENT AN AMENDED SCHEDULE 2.1(K) (WHICH SCHEDULE SHALL BE DEEMED TO
BE AMENDED UPON SUCH DELIVERY) SETTING FORTH A BRIEF DESCRIPTION OF THE NATURE
OF THE CASE, THE PARTIES AND THE CASE NUMBER IF ONE HAS BEEN ASSIGNED BY THE
APPLICABLE COURT.
7.6
FINANCING STATEMENTS.
EACH ASSIGNOR AGREES TO AUTHORIZE AND
DELIVER TO THE COLLATERAL AGENT SUCH FINANCING STATEMENTS, IN FORM ACCEPTABLE TO
THE COLLATERAL AGENT, AS THE COLLATERAL AGENT MAY FROM TIME TO TIME REQUEST AS
ARE NECESSARY OR DESIRABLE IN THE REASONABLE OPINION OF THE COLLATERAL AGENT TO
ESTABLISH AND MAINTAIN A VALID, ENFORCEABLE, FIRST PRIORITY PERFECTED SECURITY
INTEREST IN ITS COLLATERAL (EXCEPT THAT NO ASSIGNOR SHALL BE REQUIRED TO PERFECT
THE SECURITY INTERESTS GRANTED BY IT HEREUNDER IN ANY EXCLUDED FOREIGN OR
TRANSPORTATION ASSETS) IN FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE
SECURED PARTIES AND AS PROVIDED HEREIN AND THE OTHER RIGHTS AND SECURITY
CONTEMPLATED HEREBY ALL IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE AS
ENACTED IN ANY AND ALL RELEVANT JURISDICTIONS OR ANY OTHER RELEVANT LAW.
EACH
ASSIGNOR WILL PAY ANY APPLICABLE FILING FEES, RECORDATION TAXES AND EXPENSES
RELATING TO ITS COLLATERAL.
EACH ASSIGNOR AUTHORIZES THE COLLATERAL AGENT TO
FILE AND DELIVER ANY SUCH FINANCING STATEMENTS WITHOUT THE SIGNATURE OF SUCH
ASSIGNOR WHERE PERMITTED BY LAW.
THE ASSIGNORS AUTHORIZE THE FILING OF ANY
FINANCING STATEMENT THAT THE COLLATERAL AGENT DEEMS NECESSARY OR ADVISABLE AND
SUCH FINANCING STATEMENTS MAY INCLUDE SUPER-GENERIC DESCRIPTIONS OF THE
COLLATERAL.
7.7
CONTROL.
TO THE EXTENT REQUIRED UNDER SECTION 9-313 OF THE UNIFORM
COMMERCIAL CODE, WHERE ANY COLLATERAL WITH A FAIR MARKET VALUE OF GREATER THAN
$5,000,000 IS IN THE POSSESSION OF A THIRD PARTY, EACH ASSIGNOR WILL JOIN WITH
THE COLLATERAL AGENT IN NOTIFYING THE
16
THIRD PARTY OF THE COLLATERAL AGENT'S SECURITY INTERESTS AND WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AN ACKNOWLEDGEMENT FROM THE THIRD
PARTY THAT IT IS HOLDING THE COLLATERAL FOR THE BENEFIT OF THE COLLATERAL
AGENT.
UPON REQUEST OF THE COLLATERAL AGENT, EACH ASSIGNOR WILL COOPERATE WITH
THE COLLATERAL AGENT IN OBTAINING CONTROL WITH RESPECT