OF ANY NEW (I) DEPOSIT ACCOUNT (AS SUCH TERM IS DEFINED IN
SECTION 9-102(A)(29) OF THE NEW YORK UCC) WHICH (A) HAS HAD AN AVERAGE DAILY
BALANCE IN EXCESS OF $500,000 FOR THE FOUR MOST RECENT FISCAL QUARTERS FOR WHICH
FINANCIAL INFORMATION IS AVAILABLE (MEASURED AT THE END OF EACH FISCAL QUARTER)
AND (B) IN WHICH THE AMOUNTS HELD THEREIN ARE NOT TRANSFERRED TO A DEPOSIT
ACCOUNT LISTED ON SCHEDULE 9 AT THE END OF EACH BUSINESS DAY (ANY SUCH DEPOSIT
ACCOUNT WILL BE A "DEPOSIT ACCOUNT" WITH RESPECT TO THE DEFINITION OF SUCH TERM
HERON), (II) SECURITIES ACCOUNT OR (III) COMMODITY ACCOUNT, AND SUCH GRANTOR
SHALL PROMPTLY PROVIDE THE ADMINISTRATIVE AGENT WITH AN UPDATED SCHEDULE 9
DESCRIBING SUCH DEPOSIT ACCOUNT, SECURITIES ACCOUNT OR COMMODITIES ACCOUNT, AS
THE CASE MAY BE OR SUCH INFORMATION WITH RESPECT THERETO AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST.
SECTION 6.
REMEDIAL PROVISIONS
6.1
CERTAIN MATTERS RELATING TO RECEIVABLES.
(A)
THE ADMINISTRATIVE
AGENT SHALL HAVE THE RIGHT TO MAKE TEST VERIFICATIONS OF THE RECEIVABLES IN ANY
MANNER AND THROUGH ANY MEDIUM THAT IT REASONABLY CONSIDERS ADVISABLE, AND EACH
GRANTOR SHALL FURNISH ALL SUCH ASSISTANCE AND INFORMATION AS THE ADMINISTRATIVE
AGENT MAY REQUIRE IN CONNECTION WITH SUCH TEST VERIFICATIONS.
AT ANY TIME AND
FROM TIME TO TIME (BUT NOT MORE FREQUENTLY THAN ONCE PER FISCAL QUARTER), UPON
THE ADMINISTRATIVE AGENT'S REQUEST AND AT THE EXPENSE OF THE RELEVANT GRANTOR,
SUCH GRANTOR SHALL CAUSE INDEPENDENT PUBLIC ACCOUNTANTS OR OTHERS SATISFACTORY
TO THE ADMINISTRATIVE AGENT TO FURNISH TO THE ADMINISTRATIVE AGENT REPORTS
SHOWING RECONCILIATIONS, AGING AND TEST VERIFICATIONS OF, AND TRIAL BALANCES
FOR, THE RECEIVABLES.
(B)
THE ADMINISTRATIVE AGENT HEREBY AUTHORIZES EACH GRANTOR TO COLLECT
SUCH GRANTOR'S RECEIVABLES AND THE ADMINISTRATIVE AGENT MAY CURTAIL OR TERMINATE
SAID AUTHORITY AT ANY TIME AND ONLY AT ANY TIME AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT.
IF REQUIRED BY THE ADMINISTRATIVE AGENT
AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, ANY PAYMENTS OF RECEIVABLES, WHEN COLLECTED BY ANY GRANTOR, (I) SHALL
BE FORTHWITH (AND, IN ANY EVENT, WITHIN TWO BUSINESS DAYS) DEPOSITED BY SUCH
GRANTOR IN THE EXACT FORM RECEIVED, DULY INDORSED BY SUCH GRANTOR TO THE
ADMINISTRATIVE AGENT IF REQUIRED, IN A COLLATERAL ACCOUNT MAINTAINED UNDER THE
SOLE DOMINION AND CONTROL OF THE ADMINISTRATIVE AGENT, SUBJECT TO WITHDRAWAL BY
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS ONLY AS PROVIDED IN
SECTION 6.5, AND (II) UNTIL SO TURNED OVER, SHALL BE HELD BY SUCH GRANTOR IN
TRUST FOR THE ADMINISTRATIVE AGENT AND THE LENDERS, SEGREGATED FROM OTHER FUNDS
OF SUCH GRANTOR.
EACH SUCH DEPOSIT OF PROCEEDS OF RECEIVABLES SHALL BE
ACCOMPANIED BY A REPORT IDENTIFYING IN REASONABLE DETAIL THE NATURE AND SOURCE
OF THE PAYMENTS INCLUDED IN THE DEPOSIT.
(C)
AT THE ADMINISTRATIVE AGENT'S REQUEST, AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL
DELIVER TO THE ADMINISTRATIVE AGENT ALL ORIGINAL AND OTHER DOCUMENTS EVIDENCING,
AND RELATING TO,