DEPOSITARY
OF THE AGENT ACCOUNT OR FAILS TO CARRY OUT THE INSTRUCTIONS OF THE
ADMINISTRATIVE AGENT, THEN
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the Administrative Agent shall promptly notify the Lenders.
Neither the Lenders
nor the Administrative Agent shall close the Agent Account unless (A) a new
deposit account has been established with a new depositary institution, (B) the
Lenders and the Administrative Agent have entered into an agreement covering
such new account with such new depositary institution satisfactory in all
respects to the Administrative Agent (whereupon such new account shall become
the Agent Account and such new depositary institution shall become the
Depositary for all purposes of this Agreement and the other Related Documents),
and (C) the Lenders and the Administrative Agent have taken all such action as
the Administrative Agent shall require to grant and perfect a first priority
Lien in such new Agent Account to the Administrative Agent on behalf of the
Lenders.
(D)
BORROWER ACCOUNT.
(I)
THE BORROWER HAS ESTABLISHED THE BORROWER ACCOUNT SUBJECT TO A
FULLY EXECUTED BORROWER ACCOUNT AGREEMENT AND AGREES THAT, SUBJECT TO CLAUSE
(II) BELOW, THE ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL
OF SUCH BORROWER ACCOUNT AND ALL MONIES, INSTRUMENTS AND OTHER PROPERTY FROM
TIME TO TIME ON DEPOSIT THEREIN.
(II)
THE ADMINISTRATIVE AGENT HEREBY AGREES THAT UNTIL SUCH TIME AS IT
EXERCISES ITS RIGHT TO TAKE CONTROL OF THE BORROWER ACCOUNT UNDER
SECTION 7.05(D), THE BORROWER ACCOUNT BANK SHALL BE ENTITLED TO FOLLOW THE
INSTRUCTIONS OF THE BORROWER, OR THE ADMINISTRATIVE AGENT ON BEHALF OF THE
BORROWER, WITH RESPECT TO THE WITHDRAWAL, TRANSFER OR PAYMENT OF FUNDS ON
DEPOSIT IN THE BORROWER ACCOUNT.
ARTICLE VII.
GRANT OF SECURITY INTERESTS
SECTION 7.01.
BORROWER'S GRANT OF SECURITY INTEREST.
TO SECURE THE PROMPT AND
COMPLETE PAYMENT, PERFORMANCE AND OBSERVANCE OF ALL BORROWER OBLIGATIONS, AND TO
INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT AND
PERFORM THE OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM HEREUNDER IN ACCORDANCE
WITH THE TERMS AND CONDITIONS HEREOF, THE BORROWER HEREBY GRANTS, ASSIGNS,
CONVEYS, PLEDGES, HYPOTHECATES AND TRANSFERS TO THE ADMINISTRATIVE AGENT, FOR
THE BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE INDEMNIFIED PERSONS
AND THE AFFECTED PARTIES, A LIEN UPON AND SECURITY INTEREST IN ALL OF THE
BORROWER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER, BUT NONE OF ITS
OBLIGATIONS ARISING FROM, THE FOLLOWING PROPERTY, WHETHER NOW OWNED BY OR OWING
TO, OR HEREAFTER ACQUIRED BY OR ARISING IN FAVOR OF, THE BORROWER (INCLUDING
UNDER ANY TRADE NAMES, STYLES OR DERIVATIONS OF THE BORROWER), AND REGARDLESS OF
WHERE LOCATED (ALL OF WHICH BEING HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"BORROWER COLLATERAL"):
(A)
ALL RECEIVABLES;
(B)
THE SALE AGREEMENT, ALL COLLECTION ACCOUNT AGREEMENTS, THE
CONCENTRATION ACCOUNT AGREEMENT AND ALL OTHER RELATED DOCUMENTS NOW OR HEREAFTER
IN EFFECT RELATING TO THE PURCHASE, SERVICING, PROCESSING OR COLLECTION OF
RECEIVABLES (COLLECTIVELY, THE "BORROWER ASSIGNED AGREEMENTS"), INCLUDING
(I) ALL RIGHTS OF THE BORROWER TO RECEIVE MONEYS
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due and to become due thereunder or pursuant thereto, (ii) all rights of