DEPOSIT ACCOUNT OPENED
AFTER THE EFFECTIVE DATE, AS PROMPTLY AS PRACTICABLE (AND IN NO EVENT LATER THAN
30 DAYS) AFTER THE OPENING THEREOF.
THE COLLATERAL AGENT AGREES WITH EACH
GRANTOR THAT THE COLLATERAL AGENT SHALL NOT WITHDRAW FUNDS FROM, OR DIRECT OR
GIVE INSTRUCTIONS TO THE DEPOSITARY BANK WITH RESPECT TO THE FUNDS OF, ANY SUCH
DEPOSIT ACCOUNT, IN EACH CASE UNLESS AN EVENT OF DEFAULT UNDER CLAUSE (A), (B),
(H) OR (I) OF SECTION 7.01 OF THE CREDIT AGREEMENT HAS OCCURRED AND IS
CONTINUING OR THE MATURITY OF THE LOANS SHALL HAVE BEEN ACCELERATED.
THE
PROVISIONS OF THIS PARAGRAPH SHALL NOT APPLY TO (A) ANY DEPOSIT ACCOUNT
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FOR WHICH THE COLLATERAL AGENT IS THE DEPOSITARY, (B) ANY EXCLUDED OPERATING
ACCOUNT OR (C) OTHER ACCOUNTS OF THE GRANTORS THAT AT ALL TIMES HAVE AN
AGGREGATE BALANCE FOR ALL SUCH ACCOUNTS OF LESS THAN $5,000,000; PROVIDED THAT
EACH SUCH ACCOUNT SHALL BE IDENTIFIED AS SUCH IN ONE OR MORE NOTICES DELIVERED
TO THE COLLATERAL AGENT.
NO GRANTOR WILL (X) DEPOSIT FUNDS IN ANY DEPOSIT
ACCOUNT (OTHER THAN (X) AN EXCLUDED OPERATING ACCOUNT, (Y) ONE OR MORE ACCOUNTS
REFERRED TO IN CLAUSE (C) OF THE PRECEDING SENTENCE OR (Z) PRIOR TO THE DATE SET
FORTH IN THE POST-CLOSING LETTER FOR THE EXECUTION OF A DEPOSIT ACCOUNT CONTROL
AGREEMENT IN RESPECT THEREOF, ANY DEPOSIT ACCOUNT EXISTING ON THE EFFECTIVE
DATE) UNTIL A DEPOSIT ACCOUNT CONTROL AGREEMENT SHALL HAVE BEEN ENTERED INTO
WITH RESPECT TO SUCH DEPOSIT ACCOUNT, OR (Y) AT ANY TIME DEPOSIT ANY FUNDS IN AN
EXCLUDED OPERATING ACCOUNT OR ACCOUNT REFERRED TO IN CLAUSE (C) OF THE PRECEDING
SENTENCE IF SUCH DEPOSIT WOULD RESULT IN SUCH ACCOUNT NO LONGER BEING A EXCLUDED
OPERATING ACCOUNT OR THE AGGREGATE AMOUNT ON DEPOSIT IN ALL ACCOUNTS REFERRED TO
IN SUCH CLAUSE (C) EXCEEDING $5,000,000.
(C) INVESTMENT PROPERTY.
EXCEPT TO THE EXTENT OTHERWISE PERMITTED BY
ARTICLE III, IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE ANY CERTIFICATED
SECURITIES (X) OF ANY SUBSIDIARY OR (Y) OF ANY OTHER PERSON WITH AN INDIVIDUAL
OUTSTANDING FAIR MARKET VALUE EXCEEDING $500,000 (OTHER THAN, IN THE CASE OF
EACH OF THE FOREGOING CLAUSES (X) AND (Y), EXCLUDED EQUITY INTERESTS), THEN, IN
EACH CASE, SUCH GRANTOR SHALL PROMPTLY (BUT IN ANY EVENT WITHIN 5 BUSINESS DAYS)
NOTIFY THE COLLATERAL AGENT THEREOF AND, UPON THE WRITTEN REQUEST OF THE
COLLATERAL AGENT, FORTHWITH ENDORSE, ASSIGN AND DELIVER ALL OF SUCH CERTIFICATED
SECURITIES (OTHER THAN ANY EXCLUDED EQUITY INTERESTS) 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 REASONABLY SPECIFY.
IF ANY
SECURITIES NOW OR HEREAFTER ACQUIRED BY ANY GRANTOR ARE UNCERTIFICATED AND ARE
ISSUED TO SUCH GRANTOR OR ITS NOMINEE DIRECTLY BY THE ISSUER THEREOF, SUCH
GRANTOR SHALL PROMPTLY (BUT IN ANY EVENT WITHIN 5 BUSINESS DAYS) NOTIFY THE
COLLATERAL AGENT THEREOF AND, AT THE COLLATERAL AGENT'S REQUEST AND OPTION, USE
COMMERCIALLY REASONABLE EFFORTS TO EITHER (I) CAUSE THE ISSUER TO AGREE TO