UNIFORM ELECTRONIC TRANSACTIONS ACT FOR A PARTY IN
CONTROL TO ALLOW WITHOUT LOSS OF CONTROL, UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR WOULD OCCUR AFTER TAKING INTO ACCOUNT ANY ACTION
BY SUCH PLEDGOR WITH RESPECT TO SUCH ELECTRONIC CHATTEL PAPER OR TRANSFERABLE
RECORD.
(E)
LETTER-OF-CREDIT RIGHTS.
IF SUCH PLEDGOR
IS AT ANY TIME A BENEFICIARY UNDER A LETTER OF CREDIT NOW OR HEREAFTER ISSUED IN
FAVOR OF SUCH PLEDGOR, OTHER THAN A LETTER OF CREDIT ISSUED PURSUANT TO THE
CREDIT AGREEMENT, IN AN AMOUNT INDIVIDUALLY OR IN THE AGGREGATE IN EXCESS OF
$100,000, SUCH PLEDGOR SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT THEREOF
AND SUCH PLEDGOR SHALL, PURSUANT TO AN AGREEMENT IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT, EITHER (I) ARRANGE FOR THE ISSUER AND
ANY CONFIRMER OF SUCH LETTER OF CREDIT TO CONSENT TO AN ASSIGNMENT TO THE
ADMINISTRATIVE AGENT OF THE PROCEEDS OF ANY DRAWING UNDER THE LETTER OF CREDIT
OR (II) ARRANGE FOR THE ADMINISTRATIVE AGENT TO BECOME THE TRANSFEREE
BENEFICIARY OF SUCH LETTER OF CREDIT, WITH THE ADMINISTRATIVE AGENT AGREEING, IN
EACH CASE, THAT THE PROCEEDS OF ANY DRAWING UNDER THE LETTER OF CREDIT ARE TO BE
APPLIED AS PROVIDED IN THE CREDIT AGREEMENT.
(F)
COMMERCIAL TORT CLAIMS.
AS OF THE DATE
HEREOF IT HOLDS NO COMMERCIAL TORT CLAIMS OTHER THAN THOSE LISTED IN SCHEDULE 14
ANNEXED TO THE PERFECTION CERTIFICATE.
IF ANY PLEDGOR SHALL AT ANY TIME HOLD OR
ACQUIRE A COMMERCIAL TORT CLAIM HAVING A VALUE INDIVIDUALLY OR IN THE AGGREGATE
IN EXCESS OF $100,000, SUCH PLEDGOR SHALL IMMEDIATELY NOTIFY THE ADMINISTRATIVE
AGENT IN WRITING SIGNED BY SUCH PLEDGOR OF THE BRIEF DETAILS THEREOF AND GRANT
TO THE ADMINISTRATIVE AGENT IN SUCH WRITING A SECURITY INTEREST THEREIN AND IN
THE PROCEEDS THEREOF, ALL UPON THE TERMS OF THIS AGREEMENT, WITH SUCH WRITING TO
BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(G)
LANDLORD LIEN WAIVERS/BAILEE
LETTERS/PROCESSOR AGREEMENTS.
TO THE EXTENT REQUIRED UNDER THE CREDIT
AGREEMENT, SUCH PLEDGOR SHALL OBTAIN A WAIVER OF BAILEE'S, LANDLORD'S OR OTHER
APPLICABLE POSSESSORY LIEN AND OBTAIN A BAILEE LETTER, LANDLORD LIEN WAIVER OR
PROCESSOR AGREEMENT, AS APPLICABLE AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, FROM EACH BAILEE, LANDLORD AND THIRD
PARTY PROCESSOR WHO FROM TIME TO TIME HAS POSSESSION OF PLEDGED COLLATERAL OR
WHO LEASES OR SUB-LEASES PREMISES TO SUCH PLEDGOR AT WHICH PLEDGED COLLATERAL IS
LOCATED; PROVIDED, THAT, TO THE EXTENT THAT ANY WAIVERS, BAILEE LETTERS,
LANDLORD LIEN WAIVERS AND PROCESSOR AGREEMENTS REQUIRED TO BE OBTAINED UNDER
THIS SECTION 3.4(G) HAVE NOT BEEN OBTAINED, THE
17
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO ESTABLISH AN APPROPRIATE RESERVE AS
DETERMINED IN ITS DISCRETION.
Section 3.5
Joinder of Additional
Pledgors.
The Pledgors shall cause each Subsidiary of the Borrowers which, from
time to time, after the date hereof shall be required to pledge any assets to
the Administrative Agent for the benefit of the Secured Parties pursuant to the
provisions of the Credit Agreement, to execute and deliver