PAPER OR
INSTRUMENTS AS APPLICABLE: "THIS [CHATTEL PAPER][INSTRUMENT] IS SUBJECT TO THE
SECURITY INTEREST OF WELLS FARGO CAPITAL FINANCE, LLC AND ANY SALE, TRANSFER,
ASSIGNMENT OR ENCUMBRANCE OF THIS [CHATTEL PAPER][INSTRUMENT] VIOLATES THE
RIGHTS OF SUCH SECURED PARTY."
81
(C)
IN THE EVENT THAT ANY BORROWER OR GUARANTOR SHALL AT ANY TIME HOLD OR
ACQUIRE AN INTEREST IN ANY ELECTRONIC CHATTEL PAPER OR ANY "TRANSFERABLE RECORD"
(AS SUCH TERM IS DEFINED IN SECTION 201 OF THE FEDERAL ELECTRONIC SIGNATURES IN
GLOBAL AND NATIONAL COMMERCE ACT OR IN SECTION 16 OF THE UNIFORM ELECTRONIC
TRANSACTIONS ACT AS IN EFFECT IN ANY RELEVANT JURISDICTION), SUCH BORROWER OR
GUARANTOR SHALL PROMPTLY NOTIFY ADMINISTRATIVE AGENT THEREOF IN WRITING.
PROMPTLY UPON ADMINISTRATIVE AGENT'S REQUEST, SUCH BORROWER OR GUARANTOR SHALL
TAKE, OR CAUSE TO BE TAKEN, SUCH ACTIONS AS ADMINISTRATIVE AGENT MAY REQUEST TO
GIVE ADMINISTRATIVE AGENT CONTROL OF SUCH ELECTRONIC CHATTEL PAPER UNDER SECTION
9-105 OF THE UCC AND CONTROL OF SUCH TRANSFERABLE RECORD UNDER SECTION 201 OF
THE FEDERAL ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT OR, AS THE
CASE MAY BE, SECTION 16 OF THE UNIFORM ELECTRONIC TRANSACTIONS ACT, AS IN EFFECT
IN SUCH JURISDICTION.
(D)
EACH BORROWER AND GUARANTOR DOES NOT HAVE ANY DEPOSIT ACCOUNTS AS OF THE
EFFECTIVE DATE, EXCEPT AS SET FORTH IN THE INFORMATION CERTIFICATE.
BORROWERS
AND GUARANTORS SHALL NOT, DIRECTLY OR INDIRECTLY, AFTER THE EFFECTIVE DATE OPEN,
ESTABLISH OR MAINTAIN ANY DEPOSIT ACCOUNT UNLESS EACH OF THE FOLLOWING
CONDITIONS IS SATISFIED:
(I) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOT LESS
THAN FIVE (5) BUSINESS DAYS PRIOR WRITTEN NOTICE OF THE INTENTION OF ANY
BORROWER OR GUARANTOR TO OPEN OR ESTABLISH SUCH ACCOUNT WHICH NOTICE SHALL
SPECIFY IN REASONABLE DETAIL AND SPECIFICITY ACCEPTABLE TO ADMINISTRATIVE AGENT
THE NAME OF THE ACCOUNT, THE OWNER OF THE ACCOUNT, THE NAME AND ADDRESS OF THE
BANK AT WHICH SUCH ACCOUNT IS TO BE OPENED OR ESTABLISHED, THE INDIVIDUAL AT
SUCH BANK WITH WHOM SUCH BORROWER OR GUARANTOR IS DEALING AND THE PURPOSE OF THE
ACCOUNT, (II) THE BANK WHERE SUCH ACCOUNT IS OPENED OR MAINTAINED SHALL BE
ACCEPTABLE TO ADMINISTRATIVE AGENT, AND (III) ON OR BEFORE THE OPENING OF SUCH
DEPOSIT ACCOUNT, SUCH BORROWER OR GUARANTOR SHALL AS ADMINISTRATIVE AGENT MAY
SPECIFY EITHER (A) DELIVER TO ADMINISTRATIVE AGENT A DEPOSIT ACCOUNT CONTROL
AGREEMENT WITH RESPECT TO SUCH DEPOSIT ACCOUNT DULY AUTHORIZED, EXECUTED AND
DELIVERED BY SUCH BORROWER OR GUARANTOR AND THE BANK AT WHICH SUCH DEPOSIT
ACCOUNT IS OPENED AND MAINTAINED OR (B) ARRANGE FOR ADMINISTRATIVE AGENT TO
BECOME THE CUSTOMER OF THE BANK WITH RESPECT TO THE DEPOSIT ACCOUNT ON TERMS AND
CONDITIONS ACCEPTABLE TO ADMINISTRATIVE AGENT.
THE TERMS OF THIS SUBSECTION (D)
SHALL NOT APPLY TO DEPOSIT ACCOUNTS SPECIFICALLY AND EXCLUSIVELY USED FOR
PAYROLL, PAYROLL TAXES AND OTHER EMPLOYEE WAGE AND BENEFIT PAYMENTS TO OR FOR
THE BENEFIT OF ANY BORROWER'S OR GUARANTOR'S SALARIED EMPLOYEES OR DEPOSIT
ACCOUNTS FOR WHICH A DEPOSIT ACCOUNT CONTROL AGREEMENT IS NOT REQUIRED PURSUANT
TO SECTION 6.3.
(E)
NO BORROWER OR GUARANTOR OWNS OR