(a)
Such Grantor shall maintain each security interest created by this
Agreement as a perfected security interest having at least the priority
described in Sections 3.1 and 3.2 and shall defend such security interest
against the claims and demands of all Persons whomsoever, subject to the rights
of such Grantor under the Secured Debt Documents to dispose of the Collateral.
(B)
SUCH GRANTOR WILL FURNISH TO THE COLLATERAL AGENT FROM TIME TO TIME
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE ASSETS AND
PROPERTY OF SUCH GRANTOR AND SUCH OTHER REPORTS IN CONNECTION THEREWITH, ALL IN
REASONABLE DETAIL.
(C)
AT ANY TIME AND FROM TIME TO TIME, AT THE SOLE EXPENSE OF SUCH GRANTOR,
SUCH GRANTOR WILL PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, ANY
AND ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS
NECESSARY TO PERFECT AND PROTECT ANY PLEDGE OR SECURITY INTEREST PURPORTED TO BE
GRANTED BY SUCH GRANTOR HEREUNDER OR UNDER THE MORTGAGES AND OBTAINING OR
PRESERVING THE FULL BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS
HEREIN GRANTED, INCLUDING, WITHOUT LIMITATION, (I) USING ITS REASONABLE BEST
EFFORTS TO SECURE ALL CONSENTS AND APPROVALS NECESSARY OR APPROPRIATE FOR THE
ASSIGNMENT TO OR FOR THE BENEFIT OF THE COLLATERAL AGENT OF ANY LICENSE HELD BY
SUCH 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 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
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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, 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