USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN AN ACKNOWLEDGEMENT FROM SUCH THIRD-PARTY THAT IT IS
HOLDING THE COLLATERAL FOR THE BENEFIT OF THE COLLATERAL AGENT.
SECTION 7.3.
RIGHT TO INITIATE JUDICIAL PROCEEDINGS, ETC.
THE
COLLATERAL AGENT SHALL HAVE THE RIGHT, OBLIGATION AND POWER TO INSTITUTE AND
MAINTAIN, AND IT SHALL INSTITUTE AND MAINTAIN, SUCH SUITS AND PROCEEDINGS AS IT
MAY BE DIRECTED BY THE INSTRUCTING GROUP PURSUANT TO THIS AGREEMENT TO PROTECT
AND ENFORCE THE RIGHTS VESTED IN IT BY THIS AGREEMENT FOR THE BENEFIT OF THE
SECURED PARTIES.
SECTION 7.4.
APPOINTMENT OF A RECEIVER.
AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE COLLATERAL AGENT MAY BE
APPOINTED AS A RECEIVER OF ANY OR ALL OF THE COLLATERAL IN A JUDICIAL
PROCEEDING.
NOTWITHSTANDING THE APPOINTMENT OF A RECEIVER, THE COLLATERAL AGENT
SHALL BE ENTITLED TO RETAIN POSSESSION AND CONTROL OF ALL CASH HELD BY OR
17
DEPOSITED WITH IT OR ITS AGENTS OR CO-AGENTS PURSUANT TO ANY PROVISION OF THIS
AGREEMENT OR ANY MORTGAGE.
SECTION 7.5.
FURTHER ACTIONS.
SUBJECT TO THE LAST SENTENCE OF SECTION
2.6, EACH ASSIGNOR WILL, AT ITS OWN EXPENSE, MAKE, EXECUTE, ENDORSE,
ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM TIME TO TIME SUCH
LISTS, DESCRIPTIONS 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 INTERESTS
HEREBY GRANTED BY SUCH ASSIGNOR, WHICH THE COLLATERAL AGENT DEEMS REASONABLY
APPROPRIATE OR ADVISABLE TO PERFECT, PRESERVE OR PROTECT ITS SECURITY INTERESTS
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.
SECTION 7.6.
FINANCING STATEMENTS.
EACH ASSIGNOR AGREES TO AUTHORIZE,
EXECUTE 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 OPINION OF THE COLLATERAL
AGENT TO ESTABLISH AND MAINTAIN VALID, ENFORCEABLE, PERFECTED SECURITY
INTERESTS, SUBJECT TO SECTION 1.2, 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) 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.
EACH ASSIGNOR WILL PAY ANY APPLICABLE FILING FEES, RECORDATION TAXES
AND EXPENSES RELATED 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