COLLATERAL AGENT) AS SUCH
GRANTOR'S TRUE AND LAWFUL AGENT (AND ATTORNEY-IN-FACT) FOR THE PURPOSE, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, OF MAKING,
SETTLING AND ADJUSTING CLAIMS IN RESPECT OF ARTICLE 9 COLLATERAL UNDER POLICIES
OF INSURANCE, ENDORSING THE NAME OF SUCH GRANTOR ON ANY CHECK, DRAFT, INSTRUMENT
OR OTHER ITEM OF PAYMENT FOR THE PROCEEDS OF SUCH POLICIES OF INSURANCE AND FOR
MAKING ALL DETERMINATIONS AND DECISIONS WITH RESPECT THERETO.
IN THE EVENT THAT
ANY GRANTOR AT ANY TIME OR TIMES SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE
POLICIES OF INSURANCE REQUIRED HEREBY OR UNDER THE CREDIT AGREEMENT OR TO PAY
ANY PREMIUM RELATING THERETO IN WHOLE OR PART WHEN DUE, THE COLLATERAL AGENT
MAY, AFTER THE EXPIRATION OF ANY APPLICABLE CURE OR GRACE PERIOD PROVIDED FOR
HEREIN OR IN THE CREDIT AGREEMENT, WITHOUT WAIVING OR RELEASING ANY OBLIGATION
OR LIABILITY OF THE GRANTORS HEREUNDER OR ANY EVENT OF DEFAULT, IN ITS SOLE
DISCRETION, OBTAIN AND MAINTAIN SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUMS
AND TAKE ANY OTHER ACTIONS WITH RESPECT THERETO AS THE COLLATERAL AGENT DEEMS
ADVISABLE.
ALL SUMS DISBURSED BY THE COLLATERAL AGENT IN CONNECTION WITH THIS
PARAGRAPH, INCLUDING COURT COSTS, EXPENSES, REASONABLE ATTORNEYS' FEES AND OTHER
CHARGES RELATING THERETO, SHALL BE PAYABLE, UPON DEMAND, BY THE GRANTORS TO THE
COLLATERAL AGENT AND SHALL BE ADDITIONAL OBLIGATIONS SECURED HEREBY.
SECTION 4.04.
OTHER ACTIONS.
IN ORDER TO FURTHER INSURE THE ATTACHMENT,
PERFECTION AND PRIORITY OF, AND THE ABILITY OF THE COLLATERAL AGENT TO ENFORCE,
THE COLLATERAL AGENT'S SECURITY INTEREST IN THE ARTICLE 9 COLLATERAL, 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 AND TANGIBLE CHATTEL PAPER.
IF ANY GRANTOR SHALL AT ANY TIME
HOLD OR ACQUIRE ANY INSTRUMENTS OR TANGIBLE CHATTEL PAPER IN AN INDIVIDUAL
PRINCIPAL AMOUNT EXCEEDING $500,000 (OTHER THAN CHECKS AND OTHER PAYMENT
INSTRUMENTS RECEIVED IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NOT EXPECTED
TO BE HELD (AND ARE NOT HELD) BY THE APPLICABLE GRANTOR FOR A PERIOD IN EXCESS
OF 30 DAYS) INCLUDED IN THE ARTICLE 9 COLLATERAL, SUCH GRANTOR SHALL FORTHWITH
ENDORSE, ASSIGN AND DELIVER THE SAME TO THE COLLATERAL AGENT, ACCOMPANIED BY
SUCH INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED IN BLANK AS THE
COLLATERAL AGENT MAY FROM TIME TO TIME REASONABLY SPECIFY.
(B) DEPOSIT ACCOUNTS.
FOR EACH DEPOSIT ACCOUNT THAT ANY GRANTOR AT ANY TIME
OPENS OR MAINTAINS, SUCH GRANTOR SHALL CAUSE THE DEPOSITARY BANK TO ENTER INTO A
DEPOSIT ACCOUNT CONTROL AGREEMENT AMONG SUCH GRANTOR, THE DEPOSITARY BANK AND
THE COLLATERAL AGENT SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT II HERETO OR
IN SUCH OTHER FORM AS SHALL BE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT,
(X) IN THE CASE OF ANY SUCH DEPOSIT ACCOUNT IN EXISTENCE ON THE EFFECTIVE DATE,
NOT LATER THAN THE DATE SET FORTH IN THE POST-CLOSING LETTER FOR THE
SATISFACTION THEREOF AND (Y) IN THE CASE OF ANY SUCH