JURISDICTION.
SECTION 4.14
COMMERCIAL TORT CLAIMS.
IF ANY GRANTOR
SHALL AT ANY TIME AFTER THE DATE HEREOF HOLD OR ACQUIRE A COMMERCIAL TORT CLAIM
IN RESPECT OF WHICH A COMPLAINT OR COUNTERCLAIM HAS BEEN FILED SEEKING DAMAGES
IN AN AMOUNT IN EXCESS OF $1,000,000, THE GRANTOR SHALL PROMPTLY NOTIFY THE
COLLATERAL AGENT THEREOF IN A WRITING SIGNED BY SUCH GRANTOR, INCLUDING A
SUMMARY DESCRIPTION OF SUCH CLAIM, AND GRANT TO THE COLLATERAL AGENT IN SUCH
WRITING A SECURITY INTEREST THEREIN AND IN THE PROCEEDS THEREOF, ALL UPON THE
TERMS OF THIS AGREEMENT, WITH SUCH WRITING TO BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT.
SECTION 4.15
SECURITIES ACCOUNTS.
WITH RESPECT TO (I) THE
SECURITIES ACCOUNTS (OTHER THAN SECURITIES ACCOUNTS WITH AN AGGREGATE VALUE OF
LESS THAN $10,000) AND (II) ANY COLLATERAL THAT CONSTITUTES A SECURITY
ENTITLEMENT AS TO WHICH THE FINANCIAL INSTITUTION ACTING AS COLLATERAL AGENT
HEREUNDER IS NOT THE SECURITIES INTERMEDIARY, THE RELEVANT GRANTOR WILL CAUSE
THE SECURITIES INTERMEDIARY WITH RESPECT TO EACH SUCH ACCOUNT OR SECURITY
ENTITLEMENT TO EITHER (A) TO IDENTIFY IN ITS RECORDS THE COLLATERAL AGENT AS THE
ENTITLEMENT HOLDER THEREOF OR (B) TO AGREE WITH SUCH GRANTOR AND THE COLLATERAL
AGENT THAT SUCH SECURITIES INTERMEDIARY WILL COMPLY WITH ENTITLEMENT ORDERS
ORIGINATED BY THE COLLATERAL AGENT WITHOUT FURTHER CONSENT OF SUCH GRANTOR, SUCH
AGREEMENT TO BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE APPLICABLE
GRANTOR AND THE COLLATERAL AGENT (WHICH AGREEMENT MAY ALSO BE FOR THE BENEFIT OF
THE AGENT FOR THE TERM LOAN); PROVIDED THAT THE COLLATERAL AGENT WILL NOT GIVE
ANY SUCH ORDERS EXCEPT AFTER A CASH CONTROL EVENT; PROVIDED FURTHER THAT NO
GRANTOR SHALL BE REQUIRED TO TAKE THE FOREGOING ACTIONS WITH RESPECT TO ANY
SECURITIES ACCOUNT UNTIL THE LATER OF (A) SIXTY (60) DAYS AFTER THE EFFECTIVE
DATE AND (B) IN THE CASE OF SECURITIES ACCOUNTS OPENED AFTER THE EFFECTIVE DATE,
AT THE TIME OF ESTABLISHMENT OF SUCH SECURITIES ACCOUNT (OR, IN EACH CASE, SUCH
LATER DATE AS THE COLLATERAL AGENT SHALL IN ITS REASONABLE DISCRETION AGREE).
ARTICLE V
Collections
SECTION 5.1
COLLECTIONS.
(A)
EACH GRANTOR SHALL AT ALL TIMES COMPLY WITH THE CASH RECEIPTS
PROVISIONS OF SECTION 2.21 OF THE CREDIT AGREEMENT INCLUDING, WITHOUT
LIMITATION, AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT OR CASH CONTROL EVENT, THE PROVISIONS OF SECTION 2.21(F) CAUSING THE
SWEEP ON EACH BUSINESS DAY OF ALL CASH RECEIPTS INTO THE COLLECTION ACCOUNT.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, NO
GRANTOR SHALL MODIFY OR AMEND THE INSTRUCTIONS PURSUANT TO ANY OF THE CREDIT
CARD NOTIFICATIONS OR THE BLOCKED ACCOUNT AGREEMENTS.
SO LONG AS NO EVENT OF
DEFAULT OR CASH CONTROL EVENT HAS OCCURRED AND IS THEN CONTINUING, EACH GRANTOR
SHALL HAVE SOLE CONTROL OVER THE MANNER OF DISPOSITION OF THE FUNDS IN THE
ACCOUNTS (EXCEPT FOR THE COLLECTION ACCOUNT), FOR THE BENEFIT AND ON BEHALF OF
THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES; PROVIDED, HOWEVER, THAT SUCH
PRIVILEGE MAY, AT THE OPTION OF THE