FILING OR RECORDING COSTS WITH RESPECT
THERETO IN ALL PUBLIC OFFICES WHERE FILING OR RECORDING IS DEEMED BY SECURED
PARTY TO BE REASONABLY NECESSARY.
(IV)
GRANTOR AUTHORIZES SECURED PARTY TO TAKE ALL OTHER ACTION WHICH
SECURED PARTY MAY DEEM REASONABLY NECESSARY TO PERFECT OR OTHERWISE PROTECT THE
LIENS CREATED HEREUNDER AND TO OBTAIN THE BENEFITS OF THIS AGREEMENT.
3.
COVENANTS.
GRANTOR COVENANTS AND
AGREES WITH SECURED PARTY THAT, FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL
THE OBLIGATIONS (OTHER THAN UNASSERTED CONTINGENT INDEMNIFICATION OBLIGATIONS,
INCLUDING THOSE UNDER SECTION 2.6 OF THE LOAN AGREEMENT) SHALL HAVE BEEN PAID IN
FULL:
(A)
INSTRUMENTS AND CHATTEL PAPER.
NO AMOUNT
PAYABLE UNDER OR IN CONNECTION WITH ANY COLLATERAL SHALL BE OR BECOME EVIDENCED
BY ANY INSTRUMENT OR CHATTEL PAPER.
(B)
MAINTENANCE OF PERFECTED SECURITY INTEREST.
(I)
GRANTOR SHALL (A) MAINTAIN THE SECURITY INTEREST CREATED BY THIS
AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING AT LEAST THE PRIORITY
DESCRIBED IN SECTION 2(C) AND (B) DEFEND SUCH SECURITY INTEREST AGAINST THE
CLAIMS AND DEMANDS OF ALL PERSONS.
(II)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF
SECURED PARTY, GRANTOR SHALL PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE
RECORDED, SUCH FURTHER INSTRUMENTS AND DOCUMENTS (SUBJECT TO SECTION 5.10 OF THE
LOAN AGREEMENT) AND TAKE SUCH FURTHER ACTION AS SECURED PARTY MAY REASONABLY
REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS
AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING THE FILING OF
ANY FINANCING OR CONTINUATION STATEMENT REQUIRED UNDER THE UCC (OR OTHER SIMILAR
LAWS).
(C)
CHANGE OF NAME OR LOCATION.
EXCEPT UPON 5
BUSINESS DAYS' PRIOR WRITTEN NOTICE TO SECURED PARTY AND DELIVERY TO SECURED
PARTY OF ALL ADDITIONAL FINANCING STATEMENTS AND OTHER DOCUMENTS NECESSARY FOR
SECURED PARTY TO MAINTAIN THE VALIDITY, PERFECTION AND PRIORITY OF THE SECURITY
INTERESTS PROVIDED FOR HEREIN, GRANTOR SHALL NOT (I) CHANGE ITS JURISDICTION OF
ORGANIZATION OR THE LOCATION OF ITS CHIEF EXECUTIVE, IN EACH CASE FROM THAT
REFERRED TO IN SECTION 2(C) AND (II) CHANGE ITS NAME, IDENTITY OR CORPORATE
STRUCTURE TO SUCH AN EXTENT THAT ANY FINANCING STATEMENT FILED IN CONNECTION
WITH THIS AGREEMENT WOULD BECOME MISLEADING.
(D)
COLLATERAL ACCOUNT.
ON OR PRIOR TO THE
CLOSING DATE, AND AT ALL TIMES THEREAFTER, BORROWER SHALL DIRECT EACH OF ITS
ACCOUNT DEBTORS WITH RESPECT TO EACH US PLEDGED ACCOUNT TO MAKE ANY AND ALL
PAYMENTS ON SUCH US PLEDGED ACCOUNT DIRECTLY TO THE COLLATERAL ACCOUNT.
4.
EVENTS OF DEFAULT.
THE OCCURRENCE OF
ANY ONE OR MORE EVENTS OF DEFAULT UNDER THE LOAN AGREEMENT SHALL CONSTITUTE AN
EVENT OF DEFAULT ("EVENT OF DEFAULT") UNDER THIS AGREEMENT.
5.
RIGHTS AND REMEDIES.
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT:
(I) SECURED PARTY MAY EXERCISE EXCLUSIVE CONTROL OVER THE COLLATERAL;
(II) SECURED PARTY SHALL HAVE THE RIGHT, WITH OR WITHOUT (TO THE EXTENT
PERMITTED BY APPLICABLE LAW) NOTICE TO GRANTOR, AS TO ANY OR ALL OF THE
COLLATERAL, BY ANY AVAILABLE JUDICIAL PROCEDURE OR WITHOUT