IS AS IS SET FORTH IN
SECTION 15.1.
SECTION 8.
FURTHER ASSURANCES.
(A)
THE GRANTOR AGREES THAT FROM TIME TO TIME, IT WILL, AT ITS OWN
EXPENSE, PROMPTLY UPON REASONABLE REQUEST BY THE TRUSTEE, EXECUTE AND DELIVER OR
CAUSE TO BE EXECUTED AND DELIVERED, OR USE ITS COMMERCIALLY REASONABLE EFFORTS
TO PROCURE, ALL ASSIGNMENTS, INSTRUMENTS AND OTHER DOCUMENTS, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE TRUSTEE, DELIVER ANY INSTRUMENTS TO THE
TRUSTEE AND TAKE ANY OTHER ACTIONS THAT MAY BE NECESSARY OR, IN THE REASONABLE
9
OPINION OF THE TRUSTEE, DESIRABLE TO PERFECT, CONTINUE THE PERFECTION OF, OR
PROTECT THE FIRST PRIORITY OF THE TRUSTEE'S SECURITY INTEREST IN AND TO THE
COLLATERAL, TO PROTECT THE COLLATERAL AGAINST THE RIGHTS, CLAIMS, OR INTERESTS
OF THIRD PERSONS (OTHER THAN ANY SUCH RIGHTS, CLAIMS OR INTERESTS CREATED BY OR
ARISING THROUGH THE TRUSTEE) OR TO EFFECT THE PURPOSES OF THIS AGREEMENT.
(B)
THE GRANTOR HEREBY AUTHORIZES THE TRUSTEE TO FILE ANY FINANCING OR
CONTINUATION STATEMENTS WITH RESPECT TO THE COLLATERAL WITHOUT THE SIGNATURE OF
THE GRANTOR (TO THE EXTENT PERMITTED BY APPLICABLE LAW); PROVIDED, HOWEVER, THAT
THE GRANTOR SHALL NOT BE RELIEVED OF ANY OF ITS OBLIGATIONS UNDER SECTION 8(A)
OR 8(D) HEREOF.
A PHOTOCOPY OR OTHER REPRODUCTION OF THIS AGREEMENT OR ANY
FINANCING STATEMENT COVERING THE COLLATERAL OR ANY PART THEREOF SHALL BE
SUFFICIENT AS A FINANCING STATEMENT WHERE PERMITTED BY LAW.
(C)
THE GRANTOR WILL FURNISH TO THE TRUSTEE FROM TIME TO TIME
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS THE TRUSTEE MAY
REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
(D)
THE GRANTOR WILL PROMPTLY PAY ALL COSTS AND EXPENSES REASONABLY
INCURRED IN CONNECTION WITH ANY OF THE FOREGOING WITHIN 30 DAYS OF RECEIPT OF AN
INVOICE THEREFOR. THE GRANTOR ALSO AGREES, WHETHER OR NOT REQUESTED BY THE
TRUSTEE, TO TAKE ALL ACTIONS THAT ARE NECESSARY TO PERFECT AND TO CONTINUE THE
PERFECTION OF, AND TO PROTECT THE FIRST PRIORITY OF, THE TRUSTEE'S SECURITY
INTEREST IN AND TO THE COLLATERAL, INCLUDING THE FILING OF ALL NECESSARY
FINANCING AND CONTINUATION STATEMENTS, AND TO PROTECT THE COLLATERAL AGAINST THE
RIGHTS, CLAIMS OR INTERESTS OF THIRD PERSONS (OTHER THAN ANY SUCH RIGHTS, CLAIMS
OR INTERESTS CREATED BY OR ARISING THROUGH THE TRUSTEE).
(E)
THE GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE TRUSTEE AT ANY TIME
AND FROM TIME TO TIME TO FILE IN ANY UNIFORM COMMERCIAL CODE JURISDICTION ANY
INITIAL FINANCING STATEMENTS AND AMENDMENTS THERETO THAT (X) INDICATE THE
COLLATERAL AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER DETAIL, AND (Y)
CONTAIN ANY OTHER INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF THE UNIFORM
COMMERCIAL CODE OF THE APPROPRIATE JURISDICTION FOR THE SUFFICIENCY OR FILING
OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT OR AMENDMENT; PROVIDED THAT THE
TRUSTEE SHALL HAVE NO OBLIGATION TO PERFORM ANY OF THE FOREGOING ACTIONS OTHER
THAN THOSE EXPRESSLY PROVIDED HEREIN OR IN THE INDENTURE.
(F)
THE PLEDGED SECURITIES INTERMEDIARY COVENANTS AND AGREES WITH THE