GRANTOR AND TO ENFORCE THE SECURITY INTERESTS GRANTED HEREUNDER,
(II) FILING ANY FINANCING OR CONTINUATION STATEMENTS UNDER THE UNIFORM
COMMERCIAL CODE (OR OTHER SIMILAR LAWS) IN EFFECT IN ANY JURISDICTION WITH
RESPECT TO THE SECURITY INTERESTS CREATED HEREBY, (III) IN THE CASE OF CHATTEL
PAPER (INCLUDING ELECTRONIC CHATTEL PAPER), INVESTMENT PROPERTY (INCLUDING
SECURITIES ACCOUNTS), DEPOSIT ACCOUNTS, LETTER-OF-CREDIT RIGHTS AND ANY OTHER
RELEVANT COLLATERAL, TAKING ANY ACTIONS NECESSARY TO ENABLE THE COLLATERAL AGENT
TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE
14
APPLICABLE UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO OR POSSESSION THEREOF.
EACH GRANTOR ALSO HEREBY AUTHORIZES THE COLLATERAL AGENT TO SIGN AND FILE ANY
SUCH FINANCING OR CONTINUATION STATEMENTS WITHOUT THE SIGNATURE OF SUCH GRANTOR
TO THE EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, IN NO
EVENT SHALL THE COLLATERAL AGENT HAVE ANY OBLIGATION TO MONITOR THE PERFECTION,
CONTINUATION OF PERFECTION OR THE SUFFICIENCY OR VALIDITY OF ANY SECURITY
INTEREST IN OR RELATED TO THE COLLATERAL OR TO PREPARE OR FILE ANY UNIFORM
COMMERCIAL CODE FINANCING STATEMENT OR CONTINUATION STATEMENT.
(D)
SUCH GRANTOR SHALL TAKE ALL STEPS NECESSARY TO GRANT THE COLLATERAL AGENT
CONTROL OF ALL ELECTRONIC CHATTEL PAPER IN ACCORDANCE WITH THE UNIFORM
COMMERCIAL 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.
(E)
IF SUCH GRANTOR IS OR BECOMES THE BENEFICIARY OF A LETTER OF CREDIT WITH
RESPECT TO ANY RECEIVABLE IN EXCESS OF $250,000, GRANTOR SHALL PROMPTLY, AND IN
ANY EVENT WITHIN TWO BUSINESS DAYS AFTER BECOMING A BENEFICIARY, NOTIFY THE
COLLATERAL AGENT AND BANK ADMINISTRATIVE AGENT THEREOF AND ENTER INTO AN
AGREEMENT WITH THE COLLATERAL AGENT, THE BANK ADMINISTRATIVE AGENT AND THE
ISSUER AND/OR CONFIRMATION BANK WITH RESPECT TO SUCH LETTER-OF-CREDIT RIGHTS
ASSIGNING SUCH LETTER-OF-CREDIT RIGHTS TO THE COLLATERAL AGENT, IN THE EVENT
SUCH LETTER-OF-CREDIT RIGHT CONSTITUTES FIRST-PRIORITY COLLATERAL, OR TO THE
BANK ADMINISTRATIVE AGENT, IN THE EVENT SUCH LETTER-OF-CREDIT RIGHT CONSTITUTES
SECOND-PRIORITY COLLATERAL, AND DIRECTING ALL PAYMENTS THEREUNDER TO THE
COLLATERAL ACCOUNT SPECIFIED PURSUANT TO THE SECURED DEBT DOCUMENTS, ALL IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT OR THE BANK
ADMINISTRATIVE AGENT, AS THE CASE MAY BE.
(F)
SUCH GRANTOR SHALL PROMPTLY, AND IN ANY EVENT WITHIN TWO BUSINESS DAYS
AFTER THE SAME IS ACQUIRED BY IT, NOTIFY THE COLLATERAL AGENT OF ANY COMMERCIAL
TORT CLAIM FOR AN AMOUNT IN EXCESS OF $250,000 ACQUIRED BY IT AND SHALL ENTER
INTO A SUPPLEMENT TO THIS AGREEMENT, GRANTING TO THE COLLATERAL AGENT A LIEN IN
SUCH COMMERCIAL TORT CLAIM ON BEHALF OF THE SECURED PARTIES.
5.4
Changes in Locations, Name, etc.
Such Grantor will not, except after not
less than 15 days' prior written notice to the Collateral Agent and delivery to
the Collateral Agent of (a) all additional authenticated financing statements
and other documents necessary to maintain the validity, perfection and priority
of the security interests provided for herein and (b) if applicable, a written
supplement to Schedule 5 showing any additional location at which