DESIRABLE TO OBTAIN THE FULL
BENEFITS OF THIS SECURITY AGREEMENT AND OF THE
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RIGHTS AND POWERS HEREIN GRANTED, INCLUDING (A) ALL CONSENTS AND APPROVALS
NECESSARY OR APPROPRIATE FOR THE ASSIGNMENT TO OR FOR THE BENEFIT OF AGENT OF
ANY CONTRACTUAL OBLIGATION, INCLUDING ANY LICENSE, HELD BY SUCH 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), EACH GRANTOR SHALL DELIVER TO AGENT ALL
COLLATERAL CONSISTING OF NEGOTIABLE DOCUMENTS, CERTIFICATED STOCK, CHATTEL PAPER
AND INSTRUMENTS (IN EACH CASE, ACCOMPANIED BY STOCK POWERS, ALLONGES OR OTHER
INSTRUMENTS OF TRANSFER EXECUTED IN BLANK) PROMPTLY AFTER SUCH CREDIT PARTY
RECEIVES THE SAME.
UPON ACQUIRING ANY NEGOTIABLE DOCUMENT, CERTIFICATED STOCK,
CHATTEL PAPER OR INSTRUMENT, IN EACH SUCH CASE HAVING A VALUE IN EXCESS OF
$100,000, GRANTORS WILL PROVIDE PROMPT WRITTEN NOTICE THEREOF TO AGENT.
(III)
EACH GRANTOR SHALL, IN ACCORDANCE WITH THE
TERMS OF THE CREDIT AGREEMENT, OBTAIN WAIVERS OR SUBORDINATIONS OF LIENS FROM
LANDLORDS, BAILEES AND MORTGAGEES AND SIGNED ACKNOWLEDGEMENTS OF AGENT'S LIENS
FROM BAILEES HAVING POSSESSION OF ANY GRANTOR'S GOODS THAT THEY HOLD FOR THE
BENEFIT OF AGENT.
(IV)
GRANTOR SHALL OBTAIN (A) AUTHENTICATED LETTERS
OF CONTROL FROM EACH ISSUER OF UNCERTIFICATED SECURITIES PLEDGED HEREUNDER TO
THE EXTENT SUCH ISSUER IS NOT ITSELF A PARTY HERETO, IF APPLICABLE, AND
(B) CONTROL AGREEMENTS FROM A SECURITIES INTERMEDIARY OR COMMODITIES
INTERMEDIARY ISSUING OR HOLDING ANY FINANCIAL ASSETS OR COMMODITIES TO OR FOR
ANY GRANTOR IN ACCORDANCE WITH SECTION 4.9 OF THE CREDIT AGREEMENT, IF ANY.
(V)
AS AND TO THE EXTENT REQUIRED BY THE CREDIT
AGREEMENT, GRANTOR SHALL OBTAIN A CONTROL AGREEMENT WITH EACH BANK OR FINANCIAL
INSTITUTION HOLDING A DEPOSIT ACCOUNT FOR GRANTOR.
(VI)
IF ANY GRANTOR IS OR BECOMES THE BENEFICIARY
OF A LETTER OF CREDIT IN EXCESS OF $250,000, GRANTOR 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 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 A
DEPOSIT ACCOUNT SUBJECT TO A CONTROL AGREEMENT IN FAVOR OF AGENT, ALL IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
(VII)
TO THE EXTENT NOT OTHERWISE PROVIDED UPON ENTRY
OF THE INTERIM ORDER AND THE FINAL ORDER (AS APPLICABLE), GRANTOR SHALL TAKE ALL
STEPS NECESSARY TO GRANT AGENT CONTROL OF ALL ELECTRONIC CHATTEL PAPER IN
ACCORDANCE WITH THE CODE AND ALL
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"TRANSFERABLE RECORDS" AS DEFINED IN EACH OF THE UNIFORM ELECTRONIC TRANSACTIONS
ACT AND THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.
(VIII)
EACH 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