ASSIGNMENT OF SECURITY INTEREST; DELIVERY OF INVESTMENTS, ETC a) If at any time the Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest. (b) Pursuant to the terms of this Agreement, the Grantor has endorsed, assigned and delivered to the Collateral Agent all negotiable or non-negotiable instruments, Financial Assets consisting of certificated securities and Chattel Paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Collateral Agent may have specified. In the event that the Grantor shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, Financial Assets consisting of certificated securities or Chattel Paper to be pledged by it hereunder, the Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. (c) To the extent that any Financial Assets now or hereafter acquired by the Grantor are uncertificated securities and are issued to the Grantor or its nominee directly by the issuer thereof, the Grantor shall cause the issuer to note on its books the Security Interest of the Collateral Agent in such uncertificated securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of the Grantor or such nominee. To the extent that any Financial Assets (including certificated or uncertificated securities) or other Investment Property now or hereafter acquired by the Grantor are held by the Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, the Grantor shall, at the request of the Collateral Agent, cause such Securities Intermediary or (as the case may be) Commodity Intermediary, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such Securities Intermediary as to such Financial Assets or other Investment Property, or (as the case may be) to apply any value distributed on account of any Commodity Contract as directed by the Collateral Agent to such Commodity Intermediary, without further consent of the Grantor or such nominee. (d) To the extent that the Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of the Grantor, the Grantor shall deliver such letter of credit to the Collateral Agent. The Collateral Agent shall from time to time, at the request and expense of the Grantor, make such arrangements with the Grantor as are in the Collateral Agent's reasonable judgment necessary and appropriate so that the Grantor may make any drawing to which the Grantor is entitled under such letter of credit, without impairment of the Collateral Agent's perfected security interest in the Grantor's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Collateral Agent's request, the Grantor shall, for any letter of credit, whether or not written, now or hereafter issued in favor of the Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Collateral Agent and satisfactory to the Collateral Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Collateral Agent.