EFFORTS TO ENTER INTO A CONTROL AGREEMENT WITH AGENT
AND THE ISSUER AND/OR CONFIRMATION BANK AND FIRST LIEN AGENT, IF PRIOR TO THE
FIRST LIEN LOAN TERMINATION DATE, WITH RESPECT TO LETTER-OF-CREDIT RIGHTS
ASSIGNING SUCH LETTER-OF-CREDIT RIGHTS TO AGENT AND FIRST LIEN AGENT, IF PRIOR
TO THE FIRST LIEN LOAN TERMINATION DATE, AND DIRECTING ALL PAYMENTS THEREUNDER
TO FIRST LIEN AGENT'S ACCOUNT FOR SO LONG AS FIRST LIEN AGENT IS THE CONTROLLING
SECURED PARTY UNDER THE CONTROL AGREEMENT AND UPON RECEIPT BY THE ISSUER AND/OR
CONFIRMATION BANK THAT FIRST LIEN AGENT IS NO LONGER THE CONTROLLING PARTY, TO
THE AGENT'S ACCOUNT, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
(VIII)
SUCH GRANTOR SHALL TAKE ALL STEPS NECESSARY TO GRANT AGENT CONTROL OF
ALL ELECTRONIC CHATTEL PAPER IN ACCORDANCE WITH THE 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; PROVIDED THAT PRIOR
TO THE FIRST LIEN LOAN TERMINATION DATE, THE REQUIREMENTS OF THIS CLAUSE
(VIII) SHALL BE DEEMED SATISFIED BY GRANTING CONTROL OF SUCH ELECTRONIC CHATTEL
PAPER TO THE FIRST LIEN AGENT.
(IX)
SUCH GRANTOR HEREBY IRREVOCABLY AUTHORIZES AGENT AT ANY TIME AND FROM
TIME TO TIME TO FILE IN ANY FILING OFFICE IN ANY UNIFORM COMMERCIAL CODE
JURISDICTION ANY INITIAL FINANCING STATEMENTS AND AMENDMENTS THERETO THAT
(A) INDICATE THE COLLATERAL (I) AS ALL ASSETS OF SUCH GRANTOR OR WORDS OF
SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN THE
COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE CODE OR SUCH JURISDICTION,
OR (II) AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER DETAIL, AND
(B) CONTAIN ANY OTHER INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF THE CODE
FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT OR
AMENDMENT, INCLUDING (I) WHETHER SUCH GRANTOR IS AN ORGANIZATION, THE TYPE OF
ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION NUMBER ISSUED TO SUCH GRANTOR,
AND (II) IN THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE FILING OR
INDICATING COLLATERAL AS AS-EXTRACTED COLLATERAL OR TIMBER TO BE CUT, A
SUFFICIENT DESCRIPTION OF REAL PROPERTY TO WHICH THE COLLATERAL RELATES.
SUCH
GRANTOR AGREES TO FURNISH ANY SUCH INFORMATION TO AGENT PROMPTLY UPON REQUEST.
SUCH GRANTOR ALSO HEREBY RATIFIES ITS AUTHORIZATION FOR AGENT TO HAVE FILED IN
ANY UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS OR
AMENDMENTS THERETO IF FILED PRIOR TO THE DATE HEREOF.
10
(X)
SUCH GRANTOR SHALL PROMPTLY, AND IN ANY EVENT WITHIN TWO (2) BUSINESS
DAYS AFTER THE SAME IS ACQUIRED BY IT, NOTIFY AGENT OF ANY COMMERCIAL TORT CLAIM
(AS DEFINED IN THE CODE) WITH AN INDIVIDUAL VALUE IN EXCESS OF $1,000,000 OR
WITH AN AGGREGATE VALUE IN EXCESS OF $5,000,000 ACQUIRED BY IT AND UNLESS
OTHERWISE CONSENTED BY AGENT IN WRITING (WHICH CONSENT MAY BE REVOKED), SUCH
GRANTOR SHALL ENTER INTO A SUPPLEMENT TO THIS AGREEMENT, GRANTING TO AGENT A
LIEN IN SUCH COMMERCIAL TORT CLAIM.
(B)
MAINTENANCE OF RECORDS.