OF THIS SECURITY AGREEMENT AND OF
THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING (A) USING ITS BEST EFFORTS TO
SECURE ALL CONSENTS AND APPROVALS NECESSARY OR APPROPRIATE FOR THE ASSIGNMENT TO
OR FOR THE BENEFIT OF AGENT OF ANY LICENSE OR CONTRACT HELD BY GRANTOR AND TO
ENFORCE THE SECURITY INTERESTS GRANTED HEREUNDER AND (B) FILING ANY FINANCING OR
CONTINUATION STATEMENTS UNDER THE CODE WITH RESPECT TO THE LIENS GRANTED
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT AS TO THOSE JURISDICTIONS THAT ARE
NOT UNIFORM COMMERCIAL CODE JURISDICTIONS.
II.
UNLESS AGENT SHALL OTHERWISE CONSENT
IN WRITING (WHICH CONSENT MAY BE REVOKED), GRANTOR SHALL DELIVER TO AGENT ALL
COLLATERAL CONSISTING OF NEGOTIABLE DOCUMENTS, CERTIFICATED SECURITIES, CHATTEL
PAPER AND INSTRUMENTS (IN EACH CASE, ACCOMPANIED BY STOCK POWERS, ALLONGES OR
OTHER INSTRUMENTS OF TRANSFER EXECUTED IN BLANK) PROMPTLY AFTER SUCH GRANTOR
RECEIVES THE SAME.
III.
GRANTOR SHALL, IN ACCORDANCE WITH THE
TERMS OF THE CREDIT AGREEMENT, OBTAIN OR USE ITS BEST EFFORTS TO OBTAIN WAIVERS
OR SUBORDINATIONS OF LIENS FROM LANDLORDS AND MORTGAGEES, AND EACH GRANTOR SHALL
IN ALL INSTANCES OBTAIN SIGNED ACKNOWLEDGEMENTS OF AGENT'S LIENS FROM BAILEES
HAVING POSSESSION OF GRANTOR'S GOODS THAT THEY HOLD FOR THE BENEFIT OF AGENT.
IV.
IF REQUIRED BY THE TERMS OF THE CREDIT
AGREEMENT AND NOT WAIVED BY AGENT IN WRITING (WHICH WAIVER MAY BE REVOKED),
GRANTOR SHALL OBTAIN AUTHENTICATED CONTROL LETTERS FROM EACH ISSUER OF
UNCERTIFICATED SECURITIES, SECURITIES INTERMEDIARY, OR COMMODITIES INTERMEDIARY
ISSUING OR HOLDING ANY FINANCIAL ASSETS OR COMMODITIES TO OR FOR GRANTOR.
V.
IN ACCORDANCE WITH SECTION 6.16 OF THE
CREDIT AGREEMENT, GRANTOR SHALL OBTAIN A BLOCKED ACCOUNT, LOCKBOX OR SIMILAR
AGREEMENT WITH EACH BANK OR FINANCIAL INSTITUTION HOLDING A DEPOSIT ACCOUNT FOR
GRANTOR.
VI.
GRANTOR THAT IS OR BECOMES THE BENEFICIARY
OF A LETTER OF CREDIT SHALL PROMPTLY, AND IN ANY EVENT WITHIN TWO (2) BUSINESS
DAYS AFTER BECOMING A BENEFICIARY, NOTIFY AGENT THEREOF AND ENTER INTO A
TRI-PARTY AGREEMENT WITH AGENT
12
AND THE ISSUER AND/OR CONFIRMATION BANK WITH RESPECT TO LETTER-OF-CREDIT RIGHTS
ASSIGNING SUCH LETTER-OF-CREDIT RIGHTS TO AGENT AND DIRECTING ALL PAYMENTS
THEREUNDER TO THE COLLECTION ACCOUNT, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT.
VII.
GRANTOR SHALL TAKE ALL STEPS NECESSARY TO
GRANT THE 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.
VIII.
GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE
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 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