by law.
SECTION 4.28
DEPOSIT ACCOUNTS.
(1)
THE OBLIGOR DOES NOT MAINTAIN, AND SHALL NOT AT ANY TIME AFTER THE
EFFECTIVE DATE ESTABLISH OR MAINTAIN, ANY DEMAND, TIME, SAVINGS, PASSBOOK OR
SIMILAR ACCOUNT, EXCEPT FOR SUCH ACCOUNTS WHICH ARE PERMITTED PURSUANT TO
SECTION 8.16 OF THE AMENDED AND RESTATED CREDIT AGREEMENT.
SCHEDULE 4.28
ACCURATELY SETS FORTH EACH ACCOUNT MAINTAINED BY THE OBLIGOR (INCLUDING A
DESCRIPTION THEREOF AND THE RESPECTIVE ACCOUNT NUMBER), THE NAME OF THE
RESPECTIVE BANK WITH WHICH SUCH ACCOUNT IS MAINTAINED, AND THE BRANCH OF THE
BANK AT WHICH SUCH ACCOUNT IS MAINTAINED.
FOR EACH ACCOUNT, THE OBLIGOR SHALL
CAUSE THE BANK WITH WHICH THE ACCOUNT IS MAINTAINED TO EXECUTE AND DELIVER TO
THE COLLATERAL AGENT, WITHIN 30 DAYS AFTER THE COLLATERAL AGENT'S REQUEST
THEREFOR, A "CONTROL AGREEMENT" IN THE FORM OF EXHIBIT "A" TO SCHEDULE 4.28
(APPROPRIATELY COMPLETED) WITH SUCH CHANGES THERETO AS MAY BE ACCEPTABLE TO THE
COLLATERAL AGENT.
THE COLLATERAL AGENT AND THE OBLIGOR AGREE THAT: (I) THE
CONTROL AGREEMENT REGARDING DEPOSIT ACCOUNTS BETWEEN THE OBLIGOR, THE BANK OF
NOVA SCOTIA AND BANKERS TRUST COMPANY (NOW DEUTSCHE BANK TRUST
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COMPANY AMERICAS), A PREDECESSOR IN INTEREST OF THE COLLATERAL AGENT, DATED AS
OF MAY 10, 2002 (THE "EXISTING CONTROL AGREEMENT"), WHICH CONTROL AGREEMENT HAS
BEEN ASSIGNED BY DEUTSCHE BANK TRUST COMPANY AMERICAS TO THE COLLATERAL AGENT BY
AN AGREEMENT OF EVEN DATE HEREWITH, CONSTITUTES A CONTROL AGREEMENT FOR THE
PURPOSES OF THIS SECTION 4.28; AND (II) THE EXISTING CONTROL AGREEMENT IS
CONFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
IF ANY
BANK WITH WHICH SUCH ACCOUNT IS MAINTAINED REFUSES TO, OR DOES NOT, ENTER INTO
SUCH A CONTROL AGREEMENT, THE OBLIGOR SHALL PROMPTLY (AND IN ANY EVENT WITHIN 30
DAYS OF THE DATE OF THE RESPECTIVE REQUEST) CLOSE THE RESPECTIVE ACCOUNT AND
TRANSFER ALL BALANCES THEREIN TO ANOTHER ACCOUNT MEETING THE REQUIREMENTS OF
THIS SECTION 4.28 (WITH RESPECT TO WHICH A "CONTROL AGREEMENT" MEETING THE
FOREGOING REQUIREMENTS HAS BEEN ENTERED INTO AND IS IN FULL FORCE AND EFFECT).
IF ANY BANK WITH WHICH AN ACCOUNT IS MAINTAINED REFUSES TO SUBORDINATE ALL OF
ITS CLAIMS WITH RESPECT TO SUCH ACCOUNT TO THE COLLATERAL AGENT'S SECURITY
INTEREST THEREIN ON TERMS SATISFACTORY TO THE COLLATERAL AGENT, THEN THE
COLLATERAL AGENT, AT ITS OPTION, MAY (X) REQUIRE THAT SUCH ACCOUNT BE TERMINATED
IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE OR (Y) AGREE TO A CONTROL
AGREEMENT WITHOUT SUCH SUBORDINATION, PROVIDED THAT IN SUCH EVENT THE COLLATERAL
AGENT MAY AT ANY TIME, AT ITS OPTION, SUBSEQUENTLY REQUIRE THAT SUCH ACCOUNT BE
TERMINATED (WITHIN 30 DAYS AFTER NOTICE FROM THE COLLATERAL AGENT) IN ACCORDANCE
WITH THE REQUIREMENTS OF THE IMMEDIATELY PRECEDING SENTENCE.
(2)
THE OBLIGOR SHALL NOT ESTABLISH ANY NEW DEMAND, TIME, SAVINGS,
PASSBOOK OR SIMILAR ACCOUNTS, EXCEPT FOR ACCOUNTS ESTABLISHED AND MAINTAINED
WITH BANKS AND MEETING THE REQUIREMENTS OF SECTION 4.28(1).
AT THE TIME SUCH AN
ACCOUNT IS ESTABLISHED, TO THE EXTENT SO REQUESTED BY THE COLLATERAL AGENT, THE
APPROPRIATE CONTROL AGREEMENT SHALL BE EXECUTED