CALLED
"DOCUMENTS");
K.
ALL RIGHTS, CLAIMS AND BENEFITS OF THE
COMPANY AGAINST ANY PERSON ARISING OUT OF, RELATING TO OR IN CONNECTION WITH
INVENTORY OR EQUIPMENT PURCHASED BY THE COMPANY, INCLUDING, WITHOUT LIMITATION,
ANY SUCH RIGHTS, CLAIMS OR BENEFITS AGAINST ANY PERSON STORING OR TRANSPORTING
SUCH INVENTORY OR EQUIPMENT;
L.
ALL ESTATES IN LAND TOGETHER WITH
ALL IMPROVEMENTS AND OTHER STRUCTURES NOW OR HEREAFTER SITUATED THEREON,
TOGETHER WITH ALL RIGHTS, PRIVILEGES, TENEMENTS, HEREDITAMENTS, APPURTENANCES,
EASEMENTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS AND EASEMENTS FOR ACCESS AND
EGRESS AND UTILITY CONNECTIONS, AND OTHER RIGHTS NOW OR HEREAFTER APPURTENANT
THERETO ("REAL ESTATE");
M.
ALL OTHER TANGIBLE OR INTANGIBLE PROPERTY
OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, ALL PROCEEDS, PRODUCTS AND
ACCESSIONS OF AND TO ANY OF THE PROPERTY OF THE COMPANY DESCRIBED IN CLAUSES (A)
THROUGH (L) ABOVE IN THIS SECTION 3 (INCLUDING, WITHOUT LIMITATION, ANY PROCEEDS
OF INSURANCE THEREON), AND, TO THE EXTENT RELATED TO ANY PROPERTY DESCRIBED IN
SAID CLAUSES OR SUCH PROCEEDS, PRODUCTS AND ACCESSIONS, ALL BOOKS,
CORRESPONDENCE, CREDIT FILES, RECORDS, INVOICES AND OTHER PAPERS, INCLUDING
WITHOUT LIMITATION ALL TAPES, CARDS, COMPUTER RUNS AND OTHER PAPERS AND
DOCUMENTS IN THE POSSESSION OR UNDER THE CONTROL OF THE COMPANY OR ANY COMPUTER
BUREAU OR SERVICE COMPANY FROM TIME TO TIME ACTING FOR THE COMPANY.
SECTION 4.
FURTHER ASSURANCES; REMEDIES.
IN FURTHERANCE OF THE
GRANT OF THE PLEDGE AND SECURITY INTEREST PURSUANT TO SECTION 3 HEREOF, THE
COMPANY HEREBY AGREES WITH THE AGENT AND EACH OF THE PURCHASERS AS FOLLOWS:
4.01
DELIVERY AND OTHER PERFECTION.
THE COMPANY SHALL:
A.
IF ANY OF THE ABOVE-DESCRIBED SHARES,
SECURITIES, MONIES OR PROPERTY REQUIRED TO BE PLEDGED BY THE COMPANY UNDER
CLAUSES (A), (B) AND (C) OF SECTION 3 HEREOF ARE RECEIVED BY THE COMPANY,
FORTHWITH EITHER (X) TRANSFER AND DELIVER TO THE AGENT SUCH SHARES OR SECURITIES
SO RECEIVED BY THE COMPANY (TOGETHER WITH THE CERTIFICATES FOR ANY SUCH SHARES
AND SECURITIES DULY ENDORSED IN BLANK OR ACCOMPANIED BY UNDATED STOCK POWERS
DULY EXECUTED IN BLANK) ALL OF WHICH THEREAFTER SHALL BE HELD BY THE AGENT,
PURSUANT TO THE TERMS OF THIS AGREEMENT, AS PART OF THE COLLATERAL OR (Y) TAKE
SUCH OTHER ACTION AS THE AGENT SHALL REASONABLY DEEM NECESSARY OR APPROPRIATE TO
DULY RECORD THE LIEN CREATED HEREUNDER IN SUCH SHARES, SECURITIES, MONIES OR
PROPERTY REFERRED TO IN SAID CLAUSES (A), (B) AND (C) OF SECTION 3;
B.
DELIVER AND PLEDGE TO THE AGENT, AT THE
AGENT'S REQUEST, ANY AND ALL INSTRUMENTS, ENDORSED AND/OR ACCOMPANIED BY SUCH
INSTRUMENTS OF ASSIGNMENT AND TRANSFER IN SUCH FORM AND SUBSTANCE AS THE AGENT
MAY REQUEST; PROVIDED, THAT SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING, THE COMPANY MAY RETAIN FOR COLLECTION IN THE ORDINARY COURSE
ANY INSTRUMENTS RECEIVED BY IT IN THE ORDINARY COURSE OF BUSINESS AND THE AGENT
SHALL, PROMPTLY UPON REQUEST OF THE COMPANY, MAKE APPROPRIATE ARRANGEMENTS FOR
MAKING ANY OTHER INSTRUMENT PLEDGED BY THE COMPANY AVAILABLE TO IT FOR PURPOSES
OF PRESENTATION, COLLECTION OR RENEWAL (ANY SUCH