BOOKS AND RECORDS (INCLUDING CUSTOMER LISTS, FILES,
CORRESPONDENCE, TAPES, COMPUTER PROGRAMS, PRINT-OUTS AND COMPUTER RECORDS)
PERTAINING TO THE FOREGOING.
7.2
Lien on Deposit Accounts; Cash Collateral.
7.2.1
DEPOSIT ACCOUNTS.
TO FURTHER SECURE THE PROMPT
PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS, EACH OBLIGOR HEREBY GRANTS TO AGENT,
FOR THE BENEFIT OF SECURED PARTIES, A CONTINUING SECURITY INTEREST IN AND LIEN
UPON ALL AMOUNTS CREDITED TO ANY DEPOSIT ACCOUNT OF SUCH OBLIGOR, INCLUDING ANY
SUMS IN ANY BLOCKED OR LOCKBOX ACCOUNTS OR IN ANY ACCOUNTS INTO WHICH SUCH SUMS
ARE SWEPT.
EACH OBLIGOR HEREBY AUTHORIZES AND DIRECTS EACH BANK OR OTHER
DEPOSITORY TO DELIVER TO AGENT, UPON REQUEST, ALL BALANCES IN ANY DEPOSIT
ACCOUNT MAINTAINED BY SUCH OBLIGOR, WITHOUT INQUIRY INTO THE AUTHORITY OR RIGHT
OF AGENT TO MAKE SUCH REQUEST.
AGENT MAY MAKE ANY SUCH REQUEST DURING A TRIGGER
PERIOD.
7.2.2
CASH COLLATERAL.
ANY CASH COLLATERAL MAY BE
INVESTED, AT AGENT'S DISCRETION, IN CASH EQUIVALENTS, BUT AGENT SHALL HAVE NO
DUTY TO DO SO, REGARDLESS OF ANY AGREEMENT OR COURSE OF DEALING WITH ANY
OBLIGOR, AND SHALL HAVE NO RESPONSIBILITY FOR ANY INVESTMENT OR LOSS OTHER THAN
FOR A LOSS FROM AN INVESTMENT IN OTHER THAN CASH EQUIVALENTS.
EACH OBLIGOR
HEREBY GRANTS TO AGENT, FOR THE BENEFIT OF SECURED PARTIES, A SECURITY INTEREST
IN ALL CASH COLLATERAL HELD FROM TIME TO TIME AND ALL PROCEEDS THEREOF, AS
SECURITY FOR THE OBLIGATIONS, WHETHER SUCH CASH COLLATERAL IS HELD IN A CASH
COLLATERAL ACCOUNT OR ELSEWHERE.
AGENT MAY APPLY CASH COLLATERAL TO THE PAYMENT
OF ANY OBLIGATIONS, IN SUCH ORDER AS AGENT MAY ELECT, AS THEY BECOME DUE AND
PAYABLE.
EACH CASH COLLATERAL ACCOUNT AND ALL CASH COLLATERAL SHALL BE UNDER
THE SOLE DOMINION AND CONTROL OF AGENT.
NO OBLIGOR OR OTHER PERSON CLAIMING
THROUGH OR ON BEHALF OF ANY OBLIGOR SHALL HAVE ANY RIGHT TO ANY CASH COLLATERAL,
UNTIL FULL PAYMENT OF ALL OBLIGATIONS OR UNTIL SUCH TIME AS SUCH OBLIGATIONS ARE
NO LONGER REQUIRED TO BE CASH-COLLATERALIZED, AS DETERMINED BY AGENT IN
ACCORDANCE WITH THE TERMS HEREOF.
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7.3
Other Collateral.
7.3.1
CERTAIN AFTER-ACQUIRED COLLATERAL.
SUBJECT TO SECTION 10.4.1,
BORROWERS SHALL PROMPTLY NOTIFY AGENT IN WRITING IF, AFTER THE CLOSING DATE, ANY
OBLIGOR OBTAINS ANY INTEREST IN ANY COLLATERAL CONSISTING OF DEPOSIT ACCOUNTS OR
THE TREASURER OR ASSISTANT TREASURER OF BORROWER AGENT BECOMES AWARE OF
COLLATERAL WITH A VALUE IN EXCESS OF $5,000,000 CONSISTING OF CHATTEL PAPER,
DOCUMENTS OR INSTRUMENTS, AND, UPON AGENT'S REQUEST, SHALL PROMPTLY TAKE SUCH
ACTIONS AS AGENT DEEMS APPROPRIATE TO EFFECT AGENT'S DULY PERFECTED, FIRST
PRIORITY LIEN (SUBJECT TO PERMITTED LIENS REFERRED TO IN SECTION 10.2.2(A), (C),
(D), (F), (G), (I), (U), (V)) UPON SUCH COLLATERAL, INCLUDING OBTAINING ANY
APPROPRIATE POSSESSION, CONTROL AGREEMENT OR LIEN WAIVER.
IF ANY COLLATERAL IS
IN THE POSSESSION OF A THIRD PARTY (OTHER THAN INVENTORY IN-TRANSIT), AT AGENT'S
REQUEST, OBLIGORS SHALL OBTAIN AN ACKNOWLEDGMENT THAT SUCH THIRD PARTY HOLDS THE
COLLATERAL FOR THE BENEFIT OF AGENT.
7.3.2
PLEDGED SECURITIES.
EACH OBLIGOR HEREBY CONSENTS TO THE GRANT BY
EACH OTHER OBLIGOR OF