WITH WHOM SUCH BORROWER OR GUARANTOR IS DEALING AND THE PURPOSE OF THE
ACCOUNT, (II) THE BANK WHERE SUCH ACCOUNT IS OPENED OR MAINTAINED SHALL BE
ACCEPTABLE TO AGENT, AND (III) ON OR BEFORE THE OPENING OF SUCH DEPOSIT ACCOUNT,
SUCH BORROWER OR GUARANTOR SHALL AS AGENT MAY SPECIFY EITHER (A) DELIVER TO
AGENT A DEPOSIT ACCOUNT CONTROL AGREEMENT WITH RESPECT TO SUCH DEPOSIT ACCOUNT
DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH BORROWER OR GUARANTOR AND THE
BANK AT WHICH SUCH DEPOSIT ACCOUNT IS OPENED AND MAINTAINED OR (B) ARRANGE FOR
AGENT TO BECOME THE CUSTOMER OF THE BANK WITH RESPECT TO THE DEPOSIT ACCOUNT ON
TERMS AND CONDITIONS ACCEPTABLE TO AGENT. THE TERMS OF THIS SUBSECTION (D) SHALL
NOT APPLY TO DEPOSIT ACCOUNTS SPECIFICALLY AND EXCLUSIVELY USED FOR PAYROLL,
PAYROLL TAXES AND OTHER EMPLOYEE WAGE AND BENEFIT PAYMENTS TO OR FOR THE BENEFIT
OF ANY BORROWER'S OR GUARANTOR'S SALARIED EMPLOYEES.
(E)
NO BORROWER OR GUARANTOR OWNS OR HOLDS, DIRECTLY OR
INDIRECTLY, BENEFICIALLY OR AS RECORD OWNER OR BOTH, ANY INVESTMENT PROPERTY, AS
OF THE DATE HEREOF, OR HAVE ANY INVESTMENT ACCOUNT, SECURITIES ACCOUNT,
COMMODITY ACCOUNT OR OTHER SIMILAR ACCOUNT WITH ANY BANK OR OTHER FINANCIAL
INSTITUTION OR OTHER SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY AS OF THE
DATE HEREOF, IN EACH CASE EXCEPT AS SET FORTH IN THE INFORMATION CERTIFICATE.
(I)
IN THE EVENT THAT ANY BORROWER OR GUARANTOR SHALL BE
ENTITLED TO OR SHALL AT ANY TIME AFTER THE DATE HEREOF HOLD OR ACQUIRE ANY
CERTIFICATED SECURITIES THAT CONSTITUTE COLLATERAL, 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 THAT CONSTITUTE COLLATERAL, 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, 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 ANY
BORROWER OR GUARANTOR OR SUCH NOMINEE, OR (B) ARRANGE FOR AGENT TO BECOME THE
REGISTERED OWNER OF THE SECURITIES.
(II)
BORROWERS AND GUARANTORS SHALL NOT, 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 THAT CONSTITUTE OR DO OR WILL AT ANY TIME HAVE ANY COLLATERAL IN
THEM UNLESS EACH OF THE FOLLOWING CONDITIONS IS SATISFIED: (A) AGENT SHALL HAVE
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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 ACCEPTABLE TO AGENT
THE NAME OF THE ACCOUNT, THE OWNER OF THE ACCOUNT, THE NAME AND ADDRESS OF THE
SECURITIES INTERMEDIARY OR COMMODITY