WITH A FACE
AMOUNT IN EXCESS OF $1,000,000 PROMPTLY, AND IN ANY EVENT WITHIN TWO
(2) BUSINESS DAYS AFTER BECOMING A BENEFICIARY, NOTIFYING ADMINISTRATIVE AGENT
THEREOF AND THEREAFTER, UNLESS THE RELATED LETTER OF CREDIT RIGHTS CONSTITUTE A
SUPPORTING OBLIGATION FOR WHICH THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IS
PERFECTED, USING ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE ISSUER AND/OR
CONFIRMATION BANK WITH RESPECT TO SUCH LETTER OF CREDIT RIGHTS TO ENTER INTO A
TRI-PARTY AGREEMENT WITH THE ADMINISTRATIVE AGENT ASSIGNING SUCH LETTER OF
CREDIT RIGHTS TO THE ADMINISTRATIVE AGENT AND DIRECTING ALL PAYMENTS THEREUNDER
TO A BLOCKED ACCOUNT, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT (VII) TAKING ALL STEPS NECESSARY TO GRANT THE
ADMINISTRATIVE AGENT CONTROL OF ALL ELECTRONIC CHATTEL PAPER IN ACCORDANCE WITH
THE CODE 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) PROMPTLY, AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS
AFTER THE SAME IS ACQUIRED BY IT, NOTIFYING THE ADMINISTRATIVE AGENT OF ANY
COMMERCIAL TORT CLAIM INVOLVING A CLAIM OF MORE THAN $1,000,000 ACQUIRED BY IT
AND IF REQUESTED BY THE ADMINISTRATIVE AGENT, ENTERING INTO A SUPPLEMENT TO THIS
AGREEMENT, GRANTING TO ADMINISTRATIVE AGENT A LIEN IN SUCH COMMERCIAL TORT
CLAIM, (IX) MAINTAINING COMPLETE AND ACCURATE STOCK RECORDS, (X) EXCEPT AS
OTHERWISE PROVIDED IN CLAUSE (VI) HEREOF, DELIVERING TO THE ADMINISTRATIVE AGENT
ALL DOCUMENTS, CERTIFICATES AND INSTRUMENTS NECESSARY OR DESIRABLE TO PERFECT
THE ADMINISTRATIVE AGENT'S LIEN ON LETTERS OF CREDIT ON WHICH SUCH BORROWER IS
NAMED AS BENEFICIARY AND ALL ACCEPTANCES ISSUED IN CONNECTION THEREWITH AND (XI)
TAKING SUCH OTHER STEPS AS ARE DEEMED NECESSARY OR DESIRABLE TO MAINTAIN THE
ADMINISTRATIVE AGENT'S SECURITY INTEREST IN THE COLLATERAL.
NOTHING CONTAINED
IN THIS SECTION 10.2(A) SHALL BE DEEMED TO REQUIRE ANY BORROWER TO OBTAIN THE
CONSENT OF ANY LANDLORD (INCLUDING, WITHOUT LIMITATION, ANY AVIATION AUTHORITY)
OR TO OBTAIN OR RECORD ANY MEMORANDUM OF LEASE OR LEASEHOLD MORTGAGE OR SIMILAR
INSTRUMENT WITH RESPECT TO ANY LEASED REAL PROPERTY.
(B)
EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE
AGENT AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY FILING OFFICE IN ANY
UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS AND
AMENDMENTS THERETO THAT (A) INDICATE THE COLLATERAL (I) AS ALL ASSETS OF SUCH
BORROWER OR WORDS OF SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET
COMPRISED IN THE COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE CODE IN
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 CODE FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING
STATEMENT OR AMENDMENT, INCLUDING (I) WHETHER SUCH BORROWER IS AN ORGANIZATION,
THE TYPE OF ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION NUMBER ISSUED TO
SUCH BORROWER, AND (II) IN THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE
FILING, A SUFFICIENT DESCRIPTION OF REAL PROPERTY TO