AND
(Y) FOR CONSENTS AND APPROVALS THAT HAVE BEEN OBTAINED AND THAT ARE STILL IN
FORCE AND EFFECT.
6.
COVENANTS. EACH GRANTOR, JOINTLY AND SEVERALLY, COVENANTS AND
AGREES WITH AGENT AND THE LENDER GROUP THAT FROM AND AFTER THE DATE OF THIS
AGREEMENT AND UNTIL THE DATE OF TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH
SECTION 22 HEREOF:
(A)
POSSESSION OF COLLATERAL. IN THE EVENT THAT ANY COLLATERAL,
INCLUDING PROCEEDS, IS EVIDENCED BY OR CONSISTS OF NEGOTIABLE COLLATERAL,
INVESTMENT RELATED PROPERTY, OR CHATTEL PAPER, AND IF AND TO THE EXTENT THAT
PERFECTION OR PRIORITY OF AGENT'S SECURITY INTEREST IS DEPENDENT ON OR ENHANCED
BY POSSESSION, THE APPLICABLE GRANTOR, IMMEDIATELY UPON THE REQUEST OF AGENT AND
IN ACCORDANCE WITH SECTION 8 HEREOF, SHALL EXECUTE SUCH OTHER DOCUMENTS AS SHALL
BE REASONABLY REQUESTED BY AGENT OR, IF APPLICABLE, ENDORSE AND DELIVER PHYSICAL
POSSESSION OF SUCH NEGOTIABLE COLLATERAL, INVESTMENT RELATED PROPERTY, OR
CHATTEL PAPER TO AGENT, TOGETHER WITH SUCH UNDATED POWERS ENDORSED IN BLANK AS
SHALL BE REQUESTED BY AGENT.
8
(B)
CHATTEL PAPER.
(I)
UPON THE REQUEST OF AGENT, EACH GRANTOR SHALL TAKE ALL STEPS
REASONABLY NECESSARY TO GRANT AGENT CONTROL OF ALL ELECTRONIC CHATTEL PAPER IN
ACCORDANCE WITH THE CODE AND ALL "TRANSFERABLE RECORDS" AS THAT TERM IS DEFINED
IN SECTION 16 OF THE UNIFORM ELECTRONIC TRANSACTION ACT AND SECTION 201 OF THE
FEDERAL ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT AS IN EFFECT
IN ANY RELEVANT JURISDICTION.
(II)
IF ANY GRANTOR RETAINS POSSESSION OF ANY CHATTEL PAPER OR
INSTRUMENTS (WHICH RETENTION OF POSSESSION SHALL BE SUBJECT TO THE EXTENT
PERMITTED HEREBY AND BY THE CREDIT AGREEMENT), PROMPTLY UPON THE REQUEST OF
AGENT, SUCH CHATTEL PAPER AND INSTRUMENTS SHALL BE MARKED WITH THE FOLLOWING
LEGEND: "THIS WRITING AND THE OBLIGATIONS EVIDENCED OR SECURED HEREBY ARE
SUBJECT TO THE SECURITY INTEREST OF GVEC RESOURCE IV INC., AS AGENT FOR THE
BENEFIT OF THE LENDER GROUP".
(C)
CONTROL AGREEMENTS.
(I)
EXCEPT TO THE EXTENT OTHERWISE PERMITTED BY THE CREDIT AGREEMENT,
EACH GRANTOR SHALL OBTAIN AN AUTHENTICATED CONTROL AGREEMENT, FROM EACH BANK
HOLDING A DEPOSIT ACCOUNT FOR SUCH GRANTOR.
(II)
EXCEPT TO THE EXTENT OTHERWISE PERMITTED BY THE CREDIT AGREEMENT,
EACH GRANTOR SHALL OBTAIN AUTHENTICATED CONTROL AGREEMENTS, FROM EACH ISSUER OF
UNCERTIFICATED SECURITIES, SECURITIES INTERMEDIARY, OR COMMODITIES INTERMEDIARY
ISSUING OR HOLDING ANY FINANCIAL ASSETS OR COMMODITIES TO OR FOR ANY GRANTOR.
(D)
LETTER OF CREDIT RIGHTS. EACH GRANTOR THAT IS OR BECOMES THE
BENEFICIARY OF A LETTER OF CREDIT IN EXCESS OF $50,000 SHALL PROMPTLY (AND IN
ANY EVENT WITHIN 5 BUSINESS DAYS AFTER BECOMING A BENEFICIARY), NOTIFY AGENT
THEREOF AND, UPON THE REQUEST BY AGENT, ENTER INTO A TRI-PARTY AGREEMENT WITH
AGENT AND THE ISSUER AND/OR CONFIRMATION BANK WITH RESPECT TO LETTER-OF-CREDIT
RIGHTS (AS THAT TERM IS DEFINED IN THE CODE) ASSIGNING SUCH LETTER-OF-CREDIT
RIGHTS TO AGENT AND DIRECTING ALL PAYMENTS THEREUNDER TO AGENT'S ACCOUNT, ALL IN
FORM AND SUBSTANCE SATISFACTORY TO AGENT.
(E)
COMMERCIAL TORT CLAIMS. EACH GRANTOR SHALL PROMPTLY (AND IN ANY
EVENT WITHIN 5 BUSINESS DAYS OF RECEIPT