E AND IN THE PROCEEDS THEREOF, ALL UPON THE TERMS OF THIS AGREEMENT, IN A
WRITING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT.
3.8.
CHATTEL PAPER. UPON THE WRITTEN REQUEST OF THE COLLATERAL AGENT MADE AT
ANY TIME OR FROM TIME TO TIME, EACH ASSIGNOR SHALL PROMPTLY FURNISH TO THE
COLLATERAL AGENT A LIST OF ALL ELECTRONIC CHATTEL PAPER HELD OR OWNED BY SUCH
ASSIGNOR. FURTHERMORE, IF REQUESTED BY THE COLLATERAL AGENT, EACH ASSIGNOR SHALL
PROMPTLY TAKE ALL ACTIONS WHICH ARE REASONABLY PRACTICABLE SO THAT THE
COLLATERAL AGENT HAS "CONTROL" OF (I) ALL ELECTRONIC CHATTEL PAPER IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 9-105 OF THE UCC AND (II) ALL "TRANSFERABLE
RECORDS" AS DEFINED IN EACH OF THE UNIFORM ELECTRONIC TRANSACTIONS ACT AND THE
ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. EACH ASSIGNOR WILL
PROMPTLY (AND IN ANY EVENT WITHIN 10 DAYS) FOLLOWING ANY REQUEST BY THE
COLLATERAL AGENT, DELIVER ALL OF ITS TANGIBLE CHATTEL PAPER TO THE COLLATERAL
AGENT.
IN ADDITION, IF THE COLLATERAL AGENT SO DIRECTS, SUCH ASSIGNOR SHALL
LEGEND, IN FORM AND MANNER SATISFACTORY TO THE COLLATERAL AGENT, THE CHATTEL
PAPER WITH AN APPROPRIATE
11
REFERENCE TO THE FACT THAT SUCH INSTRUMENTS HAVE BEEN ASSIGNED TO THE COLLATERAL
AGENT AND THAT THE COLLATERAL AGENT HAS A SECURITY INTEREST THEREIN.
3.9.
LETTERS OF CREDIT.
EACH ASSIGNOR THAT IS OR BECOMES THE BENEFICIARY OF A
LETTER OF CREDIT SHALL, WITHIN FIVE (5) DAYS AFTER THE WRITTEN REQUEST OF THE
COLLATERAL AGENT, ENTER INTO A TRI-PARTY AGREEMENT WITH COLLATERAL AGENT AND THE
ISSUER AND/OR CONFIRMATION BANK WITH RESPECT TO LETTER-OF-CREDIT RIGHTS
ASSIGNING SUCH LETTER-OF-CREDIT RIGHTS TO COLLATERAL AGENT AND DIRECTING ALL
PAYMENTS THEREUNDER TO A LOCKBOX OR BLOCKED ACCOUNT SUBJECT TO A TRI-PARTY
AGREEMENT PURSUANT TO SECTION 2.9 OF THE BANK CREDIT AGREEMENT, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO COLLATERAL AGENT.
3.10.
FURTHER ACTIONS AND AGREEMENTS.
(A)
EACH ASSIGNOR WILL, AT ITS OWN EXPENSE, MAKE, EXECUTE, ENDORSE,
ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM TIME TO TIME SUCH
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 ITS
RECEIVABLES, CONTRACTS, INSTRUMENTS, CHATTEL PAPER AND OTHER PROPERTY OR RIGHTS
COVERED BY THE SECURITY INTEREST HEREBY GRANTED, AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST TO PRESERVE AND PROTECT ITS SECURITY INTEREST IN THE
COLLATERAL.
(B)
ASSIGNOR ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY FINANCING
STATEMENT OR AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO ANY FINANCING
STATEMENT FILED BY, OR IN FAVOR OF, COLLATERAL AGENT WITHOUT THE PRIOR WRITTEN
CONSENT OF COLLATERAL AGENT AND AGREES THAT IT WILL NOT DO SO WITHOUT THE PRIOR
WRITTEN CONSENT OF COLLATERAL AGENT, SUBJECT TO ASSIGNORS' RIGHTS UNDER SECTION
9-509(D)(2) OF THE UCC.
ARTICLE IV
SPECIAL PROVISIONS CONCERNING TRADEMARKS
4.1.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH ASSIGNOR REPRESENTS AND
WARRANTS THAT AS OF THE SECOND RESTATEMENT EFFECTIVE DATE IT IS THE TRUE,
LAWFUL, SOLE AND EXCLUSIVE OWNER OF OR