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 SUCH 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 CREDIT PARTY RECEIVES THE SAME.
III.
EACH GRANTOR SHALL, IN ACCORDANCE WITH THE TERMS OF THE CREDIT
AGREEMENT, OBTAIN OR USE ITS BEST EFFORTS TO OBTAIN WAIVERS OR SUBORDINATIONS OF
LIENS FROM LANDLORDS AND MORTGAGEES, AND EACH CREDIT PARTY SHALL IN ALL
INSTANCES OBTAIN SIGNED ACKNOWLEDGEMENTS OF AGENT'S LIENS FROM BAILEES HAVING
POSSESSION OF ANY 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), 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.
TO THE EXTENT REQUIRED BY 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 AFTER BECOMING A BENEFICIARY, NOTIFY AGENT THEREOF AND
ENTER INTO 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.
11
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