THE SECURED PARTY MAY
REASONABLY REQUEST, IN ORDER TO PERFECT AND PROTECT THE SECURITY INTEREST
GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE THE SECURED PARTY TO
EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO ANY
COLLATERAL (BUT ANY FAILURE TO REQUEST OR ASSURE THAT THE GRANTORS EXECUTE AND
DELIVER SUCH INSTRUMENT OR DOCUMENTS OR TO TAKE SUCH ACTION SHALL NOT AFFECT OR
IMPAIR THE VALIDITY, SUFFICIENCY OR ENFORCEABILITY OF THIS AGREEMENT AND THE
SECURITY INTEREST, REGARDLESS OF WHETHER ANY SUCH ITEM WAS OR WAS NOT EXECUTED
AND DELIVERED OR ACTION TAKEN IN A SIMILAR CONTEXT OR ON A PRIOR OCCASION).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE GRANTORS WILL, PROMPTLY
AND FROM TIME TO TIME AT THE REQUEST OF THE SECURED PARTY: (I) EXECUTE AND FILE
SUCH FINANCING STATEMENTS OR CONTINUATION STATEMENTS IN RESPECT THEREOF, OR
5
AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES (INCLUDING FIXTURE
FILINGS WITH ANY NECESSARY LEGAL DESCRIPTIONS AS TO ANY GOODS INCLUDED IN THE
COLLATERAL WHICH THE SECURED PARTY DETERMINES MIGHT BE DEEMED TO BE FIXTURES,
AND INSTRUMENTS AND NOTICES WITH RESPECT TO VEHICLE TITLES), AS MAY BE NECESSARY
OR DESIRABLE, OR AS THE SECURED PARTY MAY REQUEST, IN ORDER TO PERFECT,
PRESERVE, AND ENHANCE THE SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED
HEREBY; (II) OBTAIN FROM ANY BAILEE HOLDING ANY ITEM OF COLLATERAL AN
ACKNOWLEDGEMENT, IN FORM SATISFACTORY TO THE SECURED PARTY THAT SUCH BAILEE
HOLDS SUCH COLLATERAL FOR THE BENEFIT OF THE SECURED PARTY; (III) OBTAIN FROM
ANY SECURITIES INTERMEDIARY, OR OTHER PARTY HOLDING ANY ITEM OF COLLATERAL,
CONTROL AGREEMENTS IN FORM SATISFACTORY TO THE SECURED PARTY (IV) AND DELIVER
AND PLEDGE TO THE SECURED PARTY, FOR THE RATABLE BENEFIT OF THE SECURED PARTY
AND THE LENDERS, ALL INSTRUMENTS AND DOCUMENTS, DULY INDORSED OR ACCOMPANIED BY
DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT, WITH FULL RECOURSE TO THE
GRANTORS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURED PARTY;
(V) OBTAIN WAIVERS, IN FORM SATISFACTORY TO THE SECURED PARTY, OF ANY CLAIM TO
ANY COLLATERAL FROM ANY LANDLORDS OR MORTGAGEES OF ANY PROPERTY WHERE ANY
INVENTORY OR EQUIPMENT IS LOCATED.
8(B)
EACH GRANTOR HEREBY AUTHORIZES THE SECURED PARTY TO FILE ONE OR
MORE FINANCING STATEMENTS OR CONTINUATION STATEMENTS IN RESPECT THEREOF, AND
AMENDMENTS THERETO, RELATING TO ALL OR ANY PART OF THE COLLATERAL WITHOUT THE
SIGNATURES OF SUCH GRANTOR WHERE PERMITTED BY LAW.
THE GRANTORS IRREVOCABLY
WAIVE ANY RIGHT TO NOTICE OF ANY SUCH FILING.
A PHOTOCOPY OR OTHER REPRODUCTION
OF THIS AGREEMENT OR ANY FINANCING STATEMENT COVERING THE COLLATERAL OR ANY PART
THEREOF SHALL BE SUFFICIENT AS A FINANCING STATEMENT WHERE PERMITTED BY LAW.
8(C)
THE GRANTORS WILL FURNISH TO THE SECURED PARTY FROM TIME TO TIME
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS THE SECURED PARTY MAY
REASONABLY REQUEST, ALL IN REASONABLE DETAIL AND IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE SECURED PARTY.
8(D)
IN FURTHERANCE, AND NOT