AGENT SO
ELECTS AND TERMINATES THE COLLATERAL AGREEMENT, ANOTHER CUSTODIAN OR SECURITIES
INTERMEDIARY DESIGNATED BY THE ADMINISTRATIVE AGENT WITH THE BORROWERS' CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, FOR THE PURPOSES OF
OBTAINING CONTROL), OR, IF IN THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT
IT IS NOT POSSIBLE OR PRACTICABLE TO PERFECT THE SECURITY INTEREST BY THE
ADMINISTRATIVE AGENT'S POSSESSION OR BY "CONTROL" IN FAVOR OF THE ADMINISTRATIVE
AGENT, IS OTHERWISE PERFECTED, AND PERFECTED IN SUCH A WAY AS TO BE ENTITLED TO
FIRST PRIORITY, TO THE REASONABLE SATISFACTION OF THE ADMINISTRATIVE AGENT AND
(II) IS CAPABLE OF BEING ENFORCED BY THE ADMINISTRATIVE AGENT WITHOUT THE
CONSENT OF ANY THIRD PARTY (OTHER THAN, IN THE CASE OF A SPECIFIED FINANCIAL
ASSET THAT IS A LOAN, THE CUSTOMARY REQUIREMENT OF THE CONSENT OF THE
ADMINISTRATIVE AGENT OR, UNLESS THE LOAN IS IN DEFAULT, BORROWER OR MATERIAL
OBLIGOR OF THE LOAN) OR RESORT TO JUDICIAL PROCESS;
(B)
WHICH IS NOT OTHERWISE SUBJECT TO ANY EQUAL OR PRIOR SECURITY
INTEREST, LIEN OR ENCUMBRANCE OTHER THAN LIENS IN FAVOR OF THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE LENDERS;
(C)
WHICH IS NOT IN DEFAULT AS OF THE DATE ON WHICH SUCH ASSET WAS
ACQUIRED BY THE BORROWERS;
(D)
WHICH IS NOT SUBJECT TO ANY RIGHT OF RECOUPMENT OR SET-OFF;
(E)
FOR ANY LOAN COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT) OF
ANY BORROWER, IN RESPECT OF WHICH, THE ADMINISTRATIVE AGENT OR THE CUSTODIAN, ON
BEHALF OF THE ADMINISTRATIVE AGENT, AS DIRECTED BY THE ADMINISTRATIVE AGENT, HAS
RECEIVED AN ORIGINAL OR COPY OF (1) A CREDIT AGREEMENT INDICATING SUCH BORROWER
AS A LENDER THEREUNDER WITH RESPECT TO THE LOAN OR ADVANCE, (2) A PROMISSORY
NOTE INDICATING SUCH BORROWER AS A PAYEE OF THE LOAN OR ADVANCE, (3) AN
ASSIGNMENT AGREEMENT INDICATING SUCH BORROWER AS AN ASSIGNEE OF THE LOAN OR
ADVANCE OR (4) A PARTICIPATION AGREEMENT OR PARTICIPATION CERTIFICATE INDICATING
SUCH BORROWER AS A PARTICIPANT IN THE LOAN OR ADVANCE;
(F)
IN RESPECT OF WHICH, UNLESS UNDER THE "CONTROL" (AS DEFINED IN §§
8-106, 9-104, 9-105 AND 9-106 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW
YORK) OF THE ADMINISTRATIVE AGENT ACTING AS A SECURITIES INTERMEDIARY, SUCH
BORROWER HAS ISSUED TO THE APPLICABLE ISSUER OR MATERIAL OBLIGOR (OR, IF
PAYMENTS ARE MADE THROUGH AN AGENT, TO THE APPLICABLE AGENT) AN INSTRUCTION
DIRECTING ALL PAYMENTS OF AMOUNTS PAYABLE TO SUCH BORROWER IN RESPECT OF SUCH
SPECIFIED FINANCIAL ASSET TO THE CUSTODIAL ACCOUNT OR ANOTHER ACCOUNT APPROVED
BY THE ADMINISTRATIVE AGENT OVER WHICH THE ADMINISTRATIVE AGENT HAS SUCH
"CONTROL";
(G)
THE VALUE OF WHICH TO BE INCLUDED, FOR PURPOSES OF THE COMPUTATION
OF THE APPLICABLE BORROWING BASE AT ANY TIME, HAS BEEN DETERMINED, OR, IF
REQUIRED TO BE UPDATED, HAS BEEN DETERMINED IN RESPONSE TO THE UPDATE
REQUIREMENT SET FORTH IN SECTION 6.02(D) OR (E), AND TO THE EXTENT SUCH VALUE IS
NOT BEING DISPUTED BY THE ADMINISTRATIVE AGENT;
(H)
FOR WHICH THE DEPOSITARY BANK, ISSUER OR MATERIAL OBLIGOR, AS THE