of business and chief
executive office or its corporate structure (including without limitation, its
jurisdiction of organization) unless the Secured Party has been given at least
30 days prior written notice thereof and the Grantor has executed and delivered
to the Secured Party such Financing Statements and other instruments required or
appropriate to continue the perfection of the Security Interest.
Section 6.
Further Assurances; Attorney-in-Fact.
6(A)
THE GRANTOR AGREES THAT FROM TIME TO TIME, AT ITS EXPENSE, IT WILL
PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL
FURTHER ACTION, THAT MAY BE NECESSARY OR THAT THE SECURED PARTY MAY REASONABLY
REQUEST, IN ORDER TO PERFECT AND PROTECT THE SECURITY INTEREST GRANTED OR
PURPORTED TO BE GRANTED HEREBY OR TO ENABLE THE SECURED PARTY TO EXERCISE AND
ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO ANY COLLATERAL (BUT
ANY FAILURE TO REQUEST OR ASSURE THAT THE GRANTOR EXECUTE AND DELIVER SUCH
INSTRUMENT OR DOCUMENTS OR TO TAKE SUCH ACTION SHALL NOT AFFECT OR IMPAIR THE
VALIDITY, SUFFICIENCY OR ENFORCEABILITY OF THIS AGREEMENT AND THE SECURITY
INTEREST, REGARDLESS OF WHETHER ANY SUCH ITEM WAS OR WAS NOT EXECUTED AND
DELIVERED OR ACTION TAKEN IN A SIMILAR CONTEXT OR ON A PRIOR OCCASION).
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE GRANTOR WILL, PROMPTLY AND FROM
TIME TO TIME AT THE REQUEST OF THE SECURED PARTY:
(I) EXECUTE AND FILE SUCH
FINANCING STATEMENTS OR CONTINUATION STATEMENTS IN RESPECT THEREOF, OR
AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES (INCLUDING FIXTURE
FILINGS WITH ANY NECESSARY LEGAL DESCRIPTIONS AS TO ANY GOODS INCLUDED IN THE
COLLATERAL WHICH THE SECURED PARTY DETERMINES MIGHT BE DEEMED TO BE FIXTURES,
AND INSTRUMENTS AND NOTICES WITH RESPECT TO VEHICLE TITLES), AS MAY BE NECESSARY
OR DESIRABLE, OR AS THE SECURED PARTY MAY REQUEST, IN ORDER TO PERFECT AND
PRESERVE THE SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY; (II)
OBTAIN FROM ANY BAILEE HOLDING ANY ITEM OF COLLATERAL AN ACKNOWLEDGEMENT, IN
FORM SATISFACTORY TO THE SECURED PARTY THAT SUCH BAILEE HOLDS SUCH COLLATERAL
FOR THE BENEFIT OF THE SECURED PARTY; (III) OBTAIN FROM ANY SECURITIES
INTERMEDIARY, OR OTHER PARTY HOLDING ANY ITEM OF COLLATERAL, CONTROL AGREEMENTS
IN FORM SATISFACTORY TO THE SECURED PARTY; AND (IV) USE BEST EFFORTS TO OBTAIN
WAIVERS, IN FORM SATISFACTORY TO THE SECURED PARTY, OF ANY CLAIM TO ANY
COLLATERAL FROM ANY LANDLORDS OR MORTGAGEES OF ANY PROPERTY WHERE ANY INVENTORY
IS LOCATED.
6(B)
THE GRANTOR HEREBY AUTHORIZES THE SECURED PARTY TO FILE ONE OR MORE
FINANCING STATEMENTS OR CONTINUATION STATEMENTS IN RESPECT THEREOF, AND
AMENDMENTS THERETO,
RELATING TO ALL OR ANY PART OF THE COLLATERAL WITHOUT THE SIGNATURE OF THE
GRANTOR WHERE PERMITTED BY LAW.
THE GRANTOR IRREVOCABLY WAIVES ANY RIGHT TO
NOTICE OF ANY SUCH FILING.
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.
6(C)
THE GRANTOR WILL FURNISH TO THE SECURED PARTY FROM