INSTRUCTIONS AND (IV) NOT ISSUE ANY CREDITS OR
ALLOWANCES WITH RESPECT THERETO WITHOUT THE ADMINISTRATIVE AGENT'S PRIOR WRITTEN
CONSENT.
SECTION 3.04.
OTHER ACTIONS.
IN ORDER TO FURTHER ENSURE THE ATTACHMENT,
PERFECTION AND PRIORITY OF, AND THE ABILITY OF THE ADMINISTRATIVE AGENT TO
ENFORCE, THE SECURITY INTEREST, EACH GRANTOR AGREES, IN EACH CASE AT SUCH
GRANTOR'S OWN EXPENSE, TO TAKE THE FOLLOWING ACTIONS WITH RESPECT TO THE
FOLLOWING ARTICLE 9 COLLATERAL:
(A) INSTRUMENTS.
IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE ANY
INSTRUMENT (OTHER THAN ITEMS DEPOSITED FOR COLLECTION) EVIDENCING AN AMOUNT IN
EXCESS OF $100,000, SUCH GRANTOR SHALL FORTHWITH ENDORSE, ASSIGN AND DELIVER THE
SAME TO THE ADMINISTRATIVE AGENT, ACCOMPANIED BY SUCH INSTRUMENTS OF TRANSFER OR
ASSIGNMENT DULY EXECUTED IN BLANK AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO
TIME REASONABLY REQUEST.
(B) DEPOSIT ACCOUNTS.
SCHEDULE V IDENTIFIES EACH DEPOSIT ACCOUNT OF EACH
GRANTOR AS OF THE RESTATEMENT EFFECTIVE DATE.
FOR EACH DEPOSIT ACCOUNT THAT ANY
GRANTOR AT ANY TIME OPENS OR MAINTAINS, THE APPLICABLE GRANTOR SHALL PROVIDE TO
THE ADMINISTRATIVE AGENT A DEPOSIT ACCOUNT CONTROL AGREEMENT DULY EXECUTED ON
BEHALF OF EACH FINANCIAL INSTITUTION HOLDING A DEPOSIT ACCOUNT OF SUCH GRANTOR
AS SET FORTH IN SECTION 3.06, (X) IN THE CASE OF EACH DEPOSIT ACCOUNT SET FORTH
ON SCHEDULE V, ON OR PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE RESTATEMENT
EFFECTIVE DATE (OR SUCH LATER DATE AS IS ACCEPTABLE TO THE ADMINISTRATIVE AGENT
IN ITS SOLE DISCRETION; IT BEING UNDERSTOOD AND AGREED THAT ANY DEPOSIT ACCOUNT
CONTROL AGREEMENT IN EFFECT IMMEDIATELY PRIOR TO THE RESTATEMENT EFFECTIVE DATE
FOR ANY SUCH DEPOSIT ACCOUNT SHALL SATISFY THE REQUIREMENTS OF THIS CLAUSE
(X) IN RESPECT OF SUCH DEPOSIT ACCOUNT), AND (Y) IN THE CASE OF EACH DEPOSIT
ACCOUNT OPENED AFTER THE RESTATEMENT EFFECTIVE DATE, ON THE DATE SUCH DEPOSIT
ACCOUNT IS OPENED, PROVIDED THAT THE ADMINISTRATIVE AGENT MAY, IN ITS SOLE
DISCRETION, DEFER DELIVERY OF ANY SUCH DEPOSIT ACCOUNT CONTROL AGREEMENT
REQUIRED TO BE DELIVERED HEREUNDER, ESTABLISH A RESERVE WITH RESPECT TO ANY
DEPOSIT ACCOUNT FOR WHICH THE ADMINISTRATIVE AGENT HAS NOT RECEIVED SUCH DEPOSIT
ACCOUNT CONTROL AGREEMENT
19
OR REQUIRE ANY GRANTOR TO OPEN AND MAINTAIN A NEW DEPOSIT ACCOUNT WITH A
FINANCIAL INSTITUTION SUBJECT TO A DEPOSIT ACCOUNT CONTROL AGREEMENT.
THE
PROVISIONS OF THIS CLAUSE (B) WILL NOT APPLY TO (I) ANY DEPOSIT ACCOUNT FOR
WHICH ANY GRANTOR, THE DEPOSITARY BANK AND THE ADMINISTRATIVE AGENT HAVE ENTERED
INTO A CASH COLLATERAL AGREEMENT SPECIALLY NEGOTIATED AMONG SUCH GRANTOR, THE
DEPOSITARY BANK AND THE ADMINISTRATIVE AGENT FOR THE SPECIFIC PURPOSE SET FORTH
THEREIN, (II) ANY DEPOSIT ACCOUNT FOR WHICH THE ADMINISTRATIVE AGENT IS THE
DEPOSITARY AND (III) ANY DEPOSIT ACCOUNT SPECIFICALLY AND EXCLUSIVELY USED FOR
PAYROLL, PAYROLL TAXES OR OTHER EMPLOYEE WAGE OR BENEFIT PAYMENTS TO OR FOR THE
BENEFIT OF THE APPLICABLE GRANTOR'S EMPLOYEES.
(C) INVESTMENT PROPERTY.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN ARTICLE II,
IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE ANY CERTIFICATED SECURITIES
WITH A VALUE IN EXCESS OF