SUCH GRANTOR RELATING THERETO OR REPRESENTED THEREBY, AND SUCH GRANTOR HEREBY
APPOINTS THE COLLATERAL AGENT ITS ATTORNEY-IN-FACT TO EXECUTE AND/OR
AUTHENTICATE AND FILE ALL SUCH WRITINGS FOR THE FOREGOING PURPOSES, ALL ACTS OF
SUCH ATTORNEY BEING HEREBY RATIFIED AND CONFIRMED, AND SUCH POWER (BEING COUPLED
WITH AN INTEREST) SHALL BE IRREVOCABLE UNTIL THE INDEFEASIBLE PAYMENT IN FULL IN
CASH OF ALL OF THE OBLIGATIONS IN FULL AND THE TERMINATION OF EACH OF THE
TRANSACTION DOCUMENTS.
(I)
DEPOSIT, COMMODITIES AND SECURITIES
ACCOUNTS.
UPON THE COLLATERAL AGENT'S REASONABLE WRITTEN REQUEST EACH GRANTOR
SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE EACH BANK AND OTHER FINANCIAL
INSTITUTION WITH AN ACCOUNT REFERRED TO IN SCHEDULE IV HERETO TO EXECUTE AND
DELIVER TO THE COLLATERAL AGENT A CONTROL AGREEMENT, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, DULY EXECUTED BY SUCH GRANTOR
AND SUCH BANK OR FINANCIAL INSTITUTION, OR ENTER INTO OTHER ARRANGEMENTS IN FORM
AND SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT, PURSUANT TO WHICH SUCH
INSTITUTION SHALL IRREVOCABLY AGREE, INTER ALIA, THAT (I) IT WILL COMPLY AT ANY
TIME WITH THE INSTRUCTIONS ORIGINATED BY THE COLLATERAL AGENT TO SUCH BANK OR
FINANCIAL INSTITUTION DIRECTING THE DISPOSITION OF CASH, COMMODITY CONTRACTS,
SECURITIES, INVESTMENT PROPERTY AND OTHER ITEMS FROM TIME TO TIME CREDITED TO
SUCH ACCOUNT, WITHOUT FURTHER CONSENT OF SUCH GRANTOR, WHICH INSTRUCTIONS THE
COLLATERAL AGENT WILL NOT GIVE TO SUCH BANK OR OTHER FINANCIAL INSTITUTION IN
THE ABSENCE OF A CONTINUING EVENT OF DEFAULT, (II) ALL CASH, COMMODITY
CONTRACTS, SECURITIES, INVESTMENT PROPERTY AND OTHER ITEMS OF SUCH GRANTOR
DEPOSITED WITH SUCH INSTITUTION SHALL BE SUBJECT TO A PERFECTED, FIRST PRIORITY
SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT, SUBJECT TO THE LIENS
SECURING THE SENIOR INDEBTEDNESS, (III) ANY RIGHT OF SET OFF, BANKER'S LIEN OR
OTHER SIMILAR LIEN, SECURITY INTEREST OR ENCUMBRANCE SHALL BE FULLY WAIVED AS
AGAINST THE COLLATERAL AGENT (EXCEPT FOR CUSTOMARY FEES AND/OR THE AMOUNT OF ANY
LOSS TO SUCH FINANCIAL
14
INSTITUTION OR BANK FOR THE FACE AMOUNT OF CHECK, DRAFT, WIRE TRANSFER OR
SIMILAR INSTRUMENT), AND (IV) UPON RECEIPT OF WRITTEN NOTICE FROM THE COLLATERAL
AGENT DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, SUCH BANK OR FINANCIAL
INSTITUTION SHALL IMMEDIATELY SEND TO THE COLLATERAL AGENT BY WIRE TRANSFER (TO
SUCH ACCOUNT AS THE COLLATERAL AGENT SHALL SPECIFY, OR IN SUCH OTHER MANNER AS
THE COLLATERAL AGENT SHALL DIRECT) ALL SUCH CASH, THE VALUE OF ANY COMMODITY
CONTRACTS, SECURITIES, INVESTMENT PROPERTY AND OTHER ITEMS HELD BY IT.
WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, SUCH GRANTOR SHALL NOT MAKE
OR MAINTAIN ANY DEPOSIT ACCOUNT, COMMODITY ACCOUNT OR SECURITIES ACCOUNT EXCEPT
FOR THE ACCOUNTS SET FORTH IN SCHEDULE IV HERETO.
THE PROVISIONS OF THIS
PARAGRAPH 5(I) SHALL NOT APPLY TO (I) DEPOSIT ACCOUNTS FOR WHICH THE COLLATERAL
AGENT IS THE DEPOSITARY, (II) DEPOSIT ACCOUNTS SPECIALLY AND EXCLUSIVELY USED
FOR PAYROLL, PAYROLL TAXES AND OTHER EMPLOYEE WAGE AND BENEFIT PAYMENTS TO OR
FOR THE BENEFIT OF A GRANTOR'S SALARIED EMPLOYEES, AND (III) ANY DEPOSIT ACCOUNT
WHICH