THIS AGREEMENT (OR, IF
REQUIRED UNDER APPLICABLE LAW IN ORDER TO PERFECT COBANK'S SECURITY INTEREST IN
SUCH COLLATERAL, SUCH BAILEE OR OTHER PERSON SHALL HAVE ACKNOWLEDGED TO COBANK
IN WRITING THAT IT IS HOLDING SUCH COLLATERAL FOR THE BENEFIT OF COBANK AND
SUBJECT TO SUCH SECURITY INTEREST AND TO THE INSTRUCTIONS OF COBANK) AND SUCH
GRANTOR SHALL HAVE EXERCISED COMMERCIALLY REASONABLE EFFORTS TO OBTAIN FROM SUCH
BAILEE OR OTHER PERSON, AT THE GRANTOR'S SOLE COST AND EXPENSE, THE WRITTEN
ACKNOWLEDGEMENT DESCRIBED ABOVE (IF NOT ALREADY REQUIRED BY APPLICABLE LAW TO
PERFECT COBANK'S SECURITY INTEREST) AND TO WAIVE AND RELEASE ANY LIEN (WHETHER
ARISING BY OPERATION OF LAW OR OTHERWISE) IT MAY HAVE WITH RESPECT TO SUCH
COLLATERAL, SUCH AGREEMENT TO BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO COBANK TO THE EXTENT THAT THE SAME CAN BE ACHIEVED THROUGH THE EXERCISE OF
COMMERCIALLY REASONABLE EFFORTS OF SUCH GRANTOR.
ALL CERTIFICATES OR
INSTRUMENTS REPRESENTING OR EVIDENCING ANY ACCOUNTS AND INTERCOMPANY OBLIGATIONS
(TO THE EXTENT REQUIRED BY SECTION 4.5), EQUITY INTERESTS PLEDGED HEREUNDER OR
OTHER COLLATERAL SHALL BE DELIVERED TO AND HELD BY OR ON BEHALF OF COBANK
PURSUANT HERETO, SHALL BE IN FORM SUITABLE FOR TRANSFER BY DELIVERY AND SHALL BE
DELIVERED TOGETHER WITH UNDATED STOCK POWERS DULY OR OTHER INSTRUMENTS OF
ASSIGNMENT, AS APPLICABLE, EXECUTED IN BLANK, APPROPRIATE ENDORSEMENTS OR OTHER
NECESSARY INSTRUMENTS OF REGISTRATION, TRANSFER OR ASSIGNMENT, DULY EXECUTED AND
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COBANK, AND IN EACH CASE SUCH
OTHER INSTRUMENTS OR DOCUMENTS AS COBANK REASONABLY MAY REQUEST.
4.12
MOBILE GOODS.
UPON THE REASONABLE REQUEST OF COBANK, IF A DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, EACH GRANTOR WILL DELIVER TO
COBANK ORIGINALS OF THE CERTIFICATES OF TITLE OR OWNERSHIP FOR ALL MOBILE GOODS
OWNED BY IT (IN EXCESS OF $100,000 IN VALUE IN THE AGGREGATE), TOGETHER (IN THE
CASE OF MOTOR VEHICLES) WITH THE MANUFACTURER'S STATEMENT OF ORIGIN WITH COBANK
LISTED AS LIENHOLDER AND ODOMETER STATEMENTS AND TOGETHER IN ALL OTHER CASES
WITH APPROPRIATE INSTRUMENTS OR CERTIFICATES OF TRANSFER AND DELIVERY, DULY
COMPLETED AND EXECUTED, AND WILL TAKE SUCH OTHER REASONABLE ACTION AS COBANK MAY
DEEM REASONABLY NECESSARY TO PERFECT THE SECURITY INTEREST CREATED BY THIS
AGREEMENT IN ALL SUCH MOBILE GOODS.
4.13
DEPOSIT AND COLLECTION PROCEDURES.
EACH GRANTOR WILL EXECUTE ALL
DOCUMENTS AND AGREEMENTS, AND TAKE ALL ACTIONS AS ARE REASONABLY NECESSARY TO
ENSURE THAT (A) ALL PROCEEDS OF ACCOUNTS OR OTHER COLLATERAL REMITTED TO OR
OTHERWISE RECEIVED BY IT ARE DEPOSITED, PROMPTLY UPON ITS RECEIPT THEREOF,
DIRECTLY INTO A DEPOSIT ACCOUNT MAINTAINED BY OR FOR THE BENEFIT OF SUCH
GRANTOR, AND (B) THE APPLICABLE GRANTOR EXECUTES AND DELIVERS TO COBANK A DULY
COMPLETED AND EXECUTED CONTROL AGREEMENT, SUFFICIENT TO PERFECT COBANK'S
SECURITY INTEREST UNDER THE UNIFORM COMMERCIAL CODE AND OTHERWISE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO COBANK, COVERING EACH DEPOSIT ACCOUNT
REQUESTED BY COBANK (IF ANY) ON OR BEFORE THE AMENDMENT DATE.
UNLESS SUCH
DEPOSIT ACCOUNT IS SUBJECT TO COBANK'S CASH MANAGEMENT SYSTEM ON THE DATE OF
DETERMINATION,