AT ANY TIME AND FROM TIME TO TIME,
UPON THE WRITTEN REQUEST OF AGENT AND AT THE SOLE EXPENSE OF THE GRANTORS, EACH
GRANTOR SHALL PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS MAY BE NECESSARY OR
AS AGENT MAY REASONABLY REQUEST TO OBTAIN THE FULL BENEFITS OF THIS SECURITY
AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING (A) USING ITS
BEST EFFORTS TO SECURE ALL CONSENTS AND APPROVALS NECESSARY OR APPROPRIATE FOR
THE ASSIGNMENT TO OR FOR THE BENEFIT OF AGENT OF ANY LICENSE OR CONTRACT HELD BY
ANY GRANTOR AND TO ENFORCE THE SECURITY INTERESTS GRANTED HEREUNDER AND
(B) FILING ANY FINANCING OR CONTINUATION STATEMENTS UNDER THE CODE WITH RESPECT
TO THE LIENS GRANTED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT AS TO THOSE
JURISDICTIONS THAT ARE NOT UNIFORM COMMERCIAL CODE JURISDICTIONS.
II.
UNLESS AGENT SHALL OTHERWISE CONSENT
IN WRITING (WHICH CONSENT MAY BE REVOKED), EACH GRANTOR SHALL DELIVER TO AGENT
ALL COLLATERAL CONSISTING OF NEGOTIABLE DOCUMENTS, CERTIFICATED SECURITIES,
CHATTEL PAPER AND INSTRUMENTS (IN EACH CASE, ACCOMPANIED BY STOCK POWERS,
ALLONGES OR OTHER INSTRUMENTS OF TRANSFER EXECUTED IN BLANK) PROMPTLY AFTER SUCH
GRANTOR RECEIVES THE SAME.
III.
EACH GRANTOR SHALL, TO THE EXTENT
REQUIRED BY THE CREDIT AGREEMENT, OBTAIN OR USE ITS BEST EFFORTS TO OBTAIN
WAIVERS OR SUBORDINATIONS OF LIENS FROM LANDLORDS AND MORTGAGEES, AND EACH
GRANTOR SHALL IN ALL INSTANCES OBTAIN SIGNED ACKNOWLEDGEMENTS OF AGENT'S LIENS
FROM BAILEES HAVING POSSESSION OF GRANTOR'S GOODS THAT THEY HOLD FOR THE BENEFIT
OF AGENT.
IV.
IF REQUIRED BY THE TERMS OF THE CREDIT
AGREEMENT AND NOT WAIVED BY AGENT IN WRITING (WHICH WAIVER MAY BE REVOKED),
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 GRANTOR.
V.
IN ACCORDANCE WITH SECTION 6.16 OF THE
CREDIT AGREEMENT, GRANTOR SHALL OBTAIN A BLOCKED ACCOUNT, LOCKBOX OR SIMILAR
AGREEMENT WITH EACH BANK OR FINANCIAL INSTITUTION HOLDING A DEPOSIT ACCOUNT FOR
GRANTOR.
VI.
GRANTOR THAT IS OR BECOMES THE BENEFICIARY
OF A LETTER OF CREDIT SHALL PROMPTLY AFTER BECOMING A BENEFICIARY, NOTIFY AGENT
THEREOF AND ENTER INTO A TRI-PARTY AGREEMENTS 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 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.
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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