PROCEDURES WILL NOT
RESULT IN THE ADMINISTRATIVE AGENT'S LOSS OF CONTROL, FOR THE GRANTOR TO MAKE
ALTERATIONS TO THE ELECTRONIC CHATTEL PAPER OR TRANSFERABLE RECORD PERMITTED
UNDER UCC SECTION 9-105 OR, AS THE CASE MAY BE, SECTION 201 OF THE FEDERAL
ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT OR SECTION 16 OF THE
UNIFORM ELECTRONIC TRANSACTIONS ACT FOR A PARTY IN CONTROL TO ALLOW WITHOUT LOSS
OF CONTROL, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD
OCCUR AFTER TAKING INTO ACCOUNT ANY ACTION BY SUCH GRANTOR WITH RESPECT TO SUCH
ELECTRONIC CHATTEL PAPER OR TRANSFERABLE RECORD.
(D) LETTER-OF-CREDIT RIGHTS. IF ANY GRANTOR IS AT ANY TIME A BENEFICIARY UNDER A
LETTER OF CREDIT NOW OR HEREAFTER ISSUED IN FAVOR OF SUCH GRANTOR, THE RIGHTS
UNDER WHICH ARE SUBJECT TO THE SECURITY INTEREST, SUCH GRANTOR SHALL PROMPTLY
NOTIFY THE ADMINISTRATIVE AGENT THEREOF AND, AT THE REQUEST AND OPTION OF THE
ADMINISTRATIVE AGENT, SUCH GRANTOR SHALL, PURSUANT TO AN AGREEMENT IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, EITHER
(I) ARRANGE FOR THE ISSUER AND ANY CONFIRMER OF SUCH LETTER OF CREDIT TO CONSENT
TO AN ASSIGNMENT TO THE ADMINISTRATIVE AGENT OF THE PROCEEDS OF ANY DRAWING
UNDER THE LETTER OF CREDIT OR (II) ARRANGE FOR THE ADMINISTRATIVE AGENT TO
BECOME THE TRANSFEREE BENEFICIARY OF THE LETTER OF CREDIT, WITH THE
ADMINISTRATIVE AGENT AGREEING, IN EACH CASE, THAT THE PROCEEDS OF ANY DRAWING
UNDER THE LETTER OF CREDIT ARE TO BE PAID TO THE APPLICABLE GRANTOR UNLESS AN
EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING.
(E) COMMERCIAL TORT CLAIMS. IF ANY US GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE
A COMMERCIAL TORT CLAIM IN AN AMOUNT REASONABLY ESTIMATED TO EXCEED
US$1,000,000, SUCH US GRANTOR SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT
THEREOF IN A WRITING SIGNED BY SUCH US GRANTOR INCLUDING A SUMMARY DESCRIPTION
OF SUCH CLAIM AND GRANT TO THE ADMINISTRATIVE AGENT IN SUCH WRITING A SECURITY
INTEREST THEREIN AND IN THE PROCEEDS THEREOF, ALL UPON THE TERMS OF THIS
AGREEMENT, WITH SUCH WRITING TO BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
(F) COLLATERAL ACCESS AGREEMENTS. EACH GRANTOR SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN A COLLATERAL ACCESS AGREEMENT FROM THE LESSOR OF EACH LEASED
PROPERTY, MORTGAGEE OF OWNED PROPERTY OR BAILEE OR CONSIGNEE WITH RESPECT TO ANY
WAREHOUSE, PROCESSOR OR CONVERTER FACILITY OR OTHER LOCATION WHERE COLLATERAL IS
STORED OR LOCATED, WHICH AGREEMENT OR LETTER SHALL PROVIDE ACCESS RIGHTS AND
CONTAIN A WAIVER OR SUBORDINATION OF ALL LIENS OR CLAIMS THAT THE
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LANDLORD, MORTGAGEE, BAILEE OR CONSIGNEE MAY ASSERT AGAINST THE COLLATERAL AT
THAT LOCATION, AND SHALL OTHERWISE BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE ADMINISTRATIVE AGENT. IF THE ADMINISTRATIVE AGENT SHALL NOT
HAVE RECEIVED A COLLATERAL ACCESS AGREEMENT AS TO ANY SUCH LOCATION, THE
ELIGIBLE INVENTORY AT THAT LOCATION SHALL BE SUBJECT TO SUCH RESERVES AS MAY BE
ESTABLISHED BY THE ADMINISTRATIVE AGENT. AFTER THE EFFECTIVE DATE, NO REAL
PROPERTY OR WAREHOUSE SPACE