AGGREGATE, SUCH
BORROWER OR GUARANTOR SHALL PROMPTLY ENDORSE, ASSIGN AND DELIVER THE SAME TO
AGENT, ACCOMPANIED BY SUCH INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED
IN BLANK AS AGENT MAY FROM TIME TO TIME SPECIFY. IF ANY SECURITIES, NOW OR
HEREAFTER ACQUIRED BY ANY BORROWER OR GUARANTOR ARE UNCERTIFICATED AND ARE
ISSUED TO SUCH BORROWER OR GUARANTOR OR ITS NOMINEE DIRECTLY BY THE ISSUER
THEREOF, AND SUCH SECURITIES TOGETHER WITH ALL OTHER SUCH SECURITIES ACQUIRED BY
BORROWERS AND GUARANTORS HAVE A FAIR MARKET VALUE IN EXCESS OF $100,000
INDIVIDUALLY OR IN THE AGGREGATE, SUCH BORROWER OR GUARANTOR SHALL IMMEDIATELY
NOTIFY AGENT THEREOF AND SHALL AS AGENT MAY SPECIFY, EITHER (A) CAUSE THE ISSUER
TO AGREE TO COMPLY WITH INSTRUCTIONS FROM AGENT AS TO SUCH SECURITIES, WITHOUT
FURTHER CONSENT OF SUCH BORROWER OR GUARANTOR OR SUCH NOMINEE, OR (B) ARRANGE
FOR AGENT TO BECOME THE REGISTERED OWNER OF THE SECURITIES.
(F)
NO BORROWER OR GUARANTOR SHALL, DIRECTLY OR INDIRECTLY, AFTER THE
DATE HEREOF OPEN, ESTABLISH OR MAINTAIN ANY INVESTMENT ACCOUNT, SECURITIES
ACCOUNT, COMMODITY ACCOUNT OR ANY OTHER SIMILAR ACCOUNT (OTHER THAN A DEPOSIT
ACCOUNT) WITH ANY SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY UNLESS EACH
OF THE FOLLOWING CONDITIONS IS SATISFIED: (A) AGENT SHALL HAVE RECEIVED NOT LESS
THAN FIVE (5) BUSINESS DAYS PRIOR WRITTEN NOTICE OF THE INTENTION OF SUCH
BORROWER OR GUARANTOR TO OPEN OR ESTABLISH SUCH ACCOUNT WHICH NOTICE SHALL
SPECIFY IN REASONABLE DETAIL AND SPECIFICITY REASONABLY ACCEPTABLE TO AGENT THE
NAME OF THE ACCOUNT, THE OWNER OF THE ACCOUNT, THE NAME AND ADDRESS OF THE
SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY AT WHICH SUCH ACCOUNT IS TO BE
OPENED OR ESTABLISHED, THE INDIVIDUAL AT SUCH INTERMEDIARY WITH WHOM SUCH
BORROWER OR GUARANTOR IS DEALING AND THE PURPOSE OF THE ACCOUNT, (B) THE
SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY (AS THE CASE MAY BE) WHERE
SUCH ACCOUNT IS OPENED OR MAINTAINED SHALL BE REASONABLY ACCEPTABLE TO AGENT,
AND (C) ON OR BEFORE THE OPENING OF SUCH INVESTMENT ACCOUNT, SECURITIES ACCOUNT
OR OTHER SIMILAR ACCOUNT WITH A SECURITIES INTERMEDIARY OR COMMODITY
INTERMEDIARY, SUCH BORROWER OR GUARANTOR SHALL AS AGENT MAY SPECIFY EITHER (1)
EXECUTE AND DELIVER, AND CAUSE TO BE EXECUTED AND DELIVERED TO AGENT, AN
INVESTMENT PROPERTY CONTROL AGREEMENT WITH RESPECT THERETO DULY AUTHORIZED,
EXECUTED AND DELIVERED BY SUCH BORROWER OR GUARANTOR AND SUCH SECURITIES
INTERMEDIARY OR COMMODITY INTERMEDIARY OR (2) ARRANGE FOR AGENT TO BECOME THE
ENTITLEMENT HOLDER WITH RESPECT TO SUCH INVESTMENT PROPERTY ON TERMS AND
CONDITIONS ACCEPTABLE TO AGENT. AGENT SHALL NOT EXERCISE ITS RIGHT TO REQUIRE
AMOUNTS IN SUCH ACCOUNTS TO BE SENT TO THE AGENT PAYMENT ACCOUNT EXCEPT DURING
AN AVAILABILITY COMPLIANCE PERIOD.
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(G)
NO BORROWER OR GUARANTOR IS THE BENEFICIARY OR OTHERWISE ENTITLED
TO ANY RIGHT TO PAYMENT UNDER ANY LETTER OF CREDIT, BANKER'S ACCEPTANCE OR
SIMILAR INSTRUMENT AS OF THE DATE HEREOF, EXCEPT AS SET FORTH ON SCHEDULE 5.2(F)
HERETO. IN THE EVENT THAT ANY BORROWER OR GUARANTOR SHALL BE ENTITLED TO OR
SHALL RECEIVE ANY RIGHT TO PAYMENT UNDER ANY LETTER OF