ISSUING OR HOLDING ANY FINANCIAL
ASSETS OR COMMODITIES TO OR FOR SUCH GRANTOR.
(V)
TO THE EXTENT REQUIRED BY THIS SECURITY AGREEMENT, SUCH GRANTOR
SHALL OBTAIN AN ACCOUNT CONTROL AGREEMENT WITH EACH BANK OR FINANCIAL
INSTITUTION HOLDING A DEPOSIT ACCOUNT FOR SUCH GRANTOR IN FORM AND SUBSTANCE
ACCEPTABLE TO AGENT IN ITS PERMITTED DISCRETION.
(VI)
IF SUCH GRANTOR IS OR BECOMES THE BENEFICIARY OF A LETTER OF
CREDIT, UPON AGENT'S REQUEST, SUCH GRANTOR SHALL 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 THEREUNDER TO A DEPOSIT ACCOUNT SUBJECT TO AN ACCOUNT
CONTROL AGREEMENT, ALL IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
(VII)
SUCH GRANTOR SHALL TAKE ALL STEPS REASONABLY NECESSARY TO GRANT
AGENT CONTROL OF ALL ELECTRONIC CHATTEL PAPER IN ACCORDANCE WITH THE UCC 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)
SUCH GRANTOR HEREBY IRREVOCABLY AUTHORIZES AGENT AT ANY TIME AND
FROM TIME TO TIME TO FILE IN ANY FILING OFFICE IN ANY UCC 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 UCC 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 UCC 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 IT IS 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.
SUCH GRANTOR AGREES TO FURNISH ANY
SUCH INFORMATION TO THE AGENT PROMPTLY UPON AGENT'S REQUEST.
8
(IX)
SUCH GRANTOR SHALL ENTER INTO A SUPPLEMENT TO THIS SECURITY
AGREEMENT, GRANTING TO AGENT A LIEN IN ANY COMMERCIAL TORT CLAIM IN EXCESS OF
$100,000 ACQUIRED BY IT AFTER THE DATE HEREOF.
(B)
MAINTENANCE OF RECORDS.
SUCH GRANTOR SHALL KEEP AND MAINTAIN, AT
ITS OWN COST AND EXPENSE, ACCURATE AND COMPLETE RECORDS OF THE COLLATERAL,
INCLUDING A RECORD OF ANY AND ALL PAYMENTS RECEIVED AND ANY AND ALL CREDITS
GRANTED WITH RESPECT TO THE COLLATERAL.
SUCH GRANTOR SHALL USE ALL COMMERCIALLY
REASONABLE EFFORTS TO MARK ITS BOOKS AND RECORDS PERTAINING TO THE COLLATERAL TO
EVIDENCE THIS SECURITY AGREEMENT AND THE LIENS GRANTED HEREBY.
IF SUCH GRANTOR
RETAINS POSSESSION OF ANY CHATTEL PAPER OR INSTRUMENTS (EXCLUDING CHECKS, DRAFTS
AND SIMILAR INSTRUMENTS THAT ARE CUSTOMARILY ENDORSED OR PRESENTED FOR
COLLECTION OR DEPOSIT IN THE ORDINARY COURSE OF BUSINESS) WITH AGENT'S CONSENT,
SUCH