FOR
AMOUNTS REQUIRED BY LAW TO BE SEGREGATED BY BORROWER. BORROWER SHALL NOT HAVE
ANY RIGHT TO WITHDRAW MONEY FROM THE RESERVE ACCOUNT, WHICH SHALL BE UNDER THE
SOLE DOMINION AND CONTROL, AND THE "CONTROL" WITHIN THE MEANING OF SECTIONS
9-104 AND 9-106 OF THE UCC, OF THE AGENT. THE ACCOUNT COLLATERAL SHALL BE
SUBJECT TO SUCH APPLICABLE LAWS, AND SUCH APPLICABLE REGULATIONS OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND OF ANY OTHER BANKING AUTHORITY OR
GOVERNMENTAL AUTHORITY, AS MAY NOW OR HEREAFTER BE IN EFFECT, AND TO THE RULES,
REGULATIONS AND PROCEDURES OF COLLATERAL AGENT RELATING TO DEMAND DEPOSIT
ACCOUNTS GENERALLY FROM TIME TO TIME IN EFFECT.
(C)
FINANCING STATEMENTS; FURTHER ASSURANCES.
THE BORROWER HEREBY AUTHORIZES THE FILING OF ANY FINANCING STATEMENTS OR
CONTINUATION STATEMENTS, AND AMENDMENTS TO FINANCING STATEMENTS, IN ANY
JURISDICTIONS AND WITH ANY FILING OFFICES AS THE AGENT MAY DETERMINE, IN ITS
SOLE DISCRETION, ARE NECESSARY OR ADVISABLE TO PERFECT THE SECURITY INTEREST
GRANTED TO THE AGENT IN CONNECTION HEREWITH. SUCH FINANCING STATEMENTS MAY
DESCRIBE THE COLLATERAL IN THE SAME MANNER AS DESCRIBED IN ANY SECURITY
AGREEMENT OR PLEDGE AGREEMENT ENTERED INTO BY THE PARTIES IN CONNECTION HEREWITH
OR MAY CONTAIN AN INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH
PROPERTY IN ANY OTHER MANNER AS THE AGENT MAY DETERMINE, IN ITS SOLE DISCRETION,
IS NECESSARY, ADVISABLE OR PRUDENT TO ENSURE THE PERFECTION OF THE SECURITY
INTEREST IN THE COLLATERAL GRANTED TO THE AGENT IN CONNECTION HEREWITH,
INCLUDING, WITHOUT LIMITATION, DESCRIBING SUCH PROPERTY AS "ALL ASSETS" OR "ALL
PERSONAL PROPERTY" WHETHER NOW OWNED OR HEREAFTER ACQUIRED. FROM TIME TO TIME,
AT THE EXPENSE OF BORROWER, BORROWER SHALL PROMPTLY EXECUTE AND DELIVER ALL
FURTHER INSTRUMENTS, AND TAKE ALL FURTHER ACTION, THAT AGENT MAY REASONABLY
REQUEST, IN ORDER TO CONTINUE THE PERFECTION AND PROTECTION OF THE PLEDGE AND
SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY.
(D)
TRANSFERS AND OTHER LIENS.
BORROWER SHALL
NOT SELL OR OTHERWISE DISPOSE OF ANY OF THE ACCOUNT COLLATERAL OTHER THAN
PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR CREATE
OR PERMIT TO EXIST ANY LIEN UPON OR WITH RESPECT TO ALL OR ANY OF THE ACCOUNT
COLLATERAL, EXCEPT FOR THE LIEN GRANTED TO AGENT, PERMITTED ENCUMBRANCES AND THE
RIGHTS OF THE INSTITUTION ACTING AS AGENT, UNDER OR AS CONTEMPLATED BY THIS
AGREEMENT.
(E)
NO WAIVER.
EVERY RIGHT AND REMEDY GRANTED
TO AGENT UNDER THIS AGREEMENT OR BY LAW MAY BE EXERCISED BY AGENT AT ANY TIME
AND FROM TIME TO TIME, AND AS OFTEN AS AGENT MAY DEEM IT EXPEDIENT. ANY AND ALL
OF AGENT'S RIGHTS WITH RESPECT TO THE PLEDGE OF AND SECURITY INTEREST IN THE
ACCOUNT COLLATERAL GRANTED HEREUNDER SHALL CONTINUE UNIMPAIRED, AND TO THE
EXTENT PERMITTED BY LAW, BORROWER SHALL BE AND REMAIN OBLIGATED IN ACCORDANCE
WITH THE TERMS HEREOF, NOTWITHSTANDING (I) ANY PROCEEDING OF BORROWER UNDER THE
UNITED STATES BANKRUPTCY CODE OR ANY BANKRUPTCY, INSOLVENCY OR REORGANIZATION
LAWS OR STATUTES OF ANY STATE, (II) THE RELEASE OR SUBSTITUTION