TO
TIME REASONABLY REQUEST.
(B)
DEPOSIT ACCOUNTS.
FOR EACH DEPOSIT ACCOUNT (OR ANY OTHER DEMAND, TIME,
SAVINGS, PASSBOOK OR SIMILAR ACCOUNT WHOSE JURISDICTION (DETERMINED IN
ACCORDANCE WITH SECTION 9-304 OF THE UCC) IS WITHIN A STATE OF THE UNITED
STATES) THAT ANY GRANTOR AT ANY TIME OPENS OR MAINTAINS (OTHER THAN (I) ANY
DISBURSEMENT DEPOSIT ACCOUNT THE FUNDS IN WHICH ARE USED SOLELY FOR THE PAYMENT
OF SALARIES AND WAGES, EMPLOYEE BENEFITS, WORKERS' COMPENSATION AND SIMILAR
EXPENSES OR THAT HAS AN ENDING DAILY BALANCE OF ZERO, (II) TRUST ACCOUNTS FOR
THE BENEFIT OF DIRECTORS, OFFICERS OR EMPLOYEES AND (III) DEPOSIT ACCOUNTS,
OTHER THAN LOCKBOX OR COLLECTION ACCOUNTS, THE DAILY BALANCE IN WHICH DOES NOT
AT ANY TIME EXCEED $3,500,000 FOR ALL SUCH ACCOUNTS, PROVIDED, HOWEVER, THAT, IN
THE CASE OF EACH OF CLAUSES (I), (II) AND (III), NO CONTROL AGREEMENT OVER ANY
SUCH EXCLUDED ACCOUNT IS ENTERED INTO FOR THE BENEFIT OF THE REVOLVER COLLATERAL
AGENT), SUCH GRANTOR SHALL CAUSE THE DEPOSITARY BANK TO ENTER INTO A CONTROL
AGREEMENT WITH SUCH GRANTOR AND THE ADMINISTRATIVE AGENT (WHICH CONTROL
AGREEMENT MAY ALSO BE FOR THE BENEFIT OF THE REVOLVER COLLATERAL AGENT);
PROVIDED THAT NO SUCH CONTROL AGREEMENT SHALL BE REQUIRED TO BE ENTERED INTO
UNTIL THE LATER OF (A) THE FUNDING DATE, (B) 60 DAYS AFTER THE CLOSING DATE AND
(C) IN THE CASE OF DEPOSIT ACCOUNTS OPENED AFTER THE FUNDING DATE, AT THE TIME
OF THE ESTABLISHMENT OF THE RESPECTIVE DEPOSIT ACCOUNT (OR, IN EACH CASE, SUCH
LATER DATE AS AGREED IN WRITING BY THE ADMINISTRATIVE AGENT).
THE
ADMINISTRATIVE AGENT AGREES WITH EACH GRANTOR THAT
23
THE ADMINISTRATIVE AGENT SHALL NOT EXERCISE DOMINION AND CONTROL OVER, OR GIVE
ANY INSTRUCTIONS OR WITHHOLD ANY WITHDRAWAL RIGHTS FROM ANY GRANTOR, WITH
RESPECT TO SUCH ACCOUNTS OR ANY FUNDS IN SUCH ACCOUNTS, UNLESS AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING.
(C)
INVESTMENT PROPERTY.
EXCEPT WITH RESPECT TO ANY EQUITY INTEREST ISSUED BY
ANY SUBSIDIARY, IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE ANY
CERTIFICATED SECURITIES (OTHER THAN ANY EXCLUDED INVESTMENT PROPERTY) REQUIRED
TO BE PLEDGED HEREUNDER, SUCH GRANTOR SHALL FORTHWITH ENDORSE, ASSIGN AND
DELIVER THE SAME TO THE ADMINISTRATIVE AGENT (OR THE REVOLVER COLLATERAL AGENT
OR A DESIGNATED BAILEE FOR PURPOSES OF PERFECTION, IN ACCORDANCE WITH THE
INTERCREDITOR AGREEMENT), ACCOMPANIED BY SUCH INSTRUMENTS OF TRANSFER OR
ASSIGNMENT DULY EXECUTED IN BLANK AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO
TIME SPECIFY.
EXCEPT WITH RESPECT TO ANY EQUITY INTEREST ISSUED BY ANY
SUBSIDIARY, IF ANY SECURITIES (OTHER THAN ANY EXCLUDED INVESTMENT PROPERTY) 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 NOTIFY THE ADMINISTRATIVE AGENT THEREOF AND, AT THE ADMINISTRATIVE
AGENT'S REQUEST AND OPTION, PURSUANT TO AN AGREEMENT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, (I) CAUSE SUCH SECURITIES
TO BE CERTIFICATED AND COMPLY WITH THE REQUIREMENTS OF THE FOREGOING SENTENCE,
(II) CAUSE THE ISSUER TO AGREE TO