ACCOUNTS. EACH
GRANTOR AGREES TO INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND LENDERS
HARMLESS FROM ANY AND ALL LIABILITIES, CLAIMS, LOSSES AND DEMANDS WHATSOEVER,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, ARISING FROM OR RELATING TO
ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PURSUANT TO THIS SECTION 5.9
OR ANY DEPOSIT ACCOUNT AGREEMENT.
(B)
NO GRANTOR SHALL OPEN ANY DEPOSITARY OR OTHER DEPOSIT ACCOUNTS
UNLESS SUCH GRANTOR SHALL HAVE GIVEN THE ADMINISTRATIVE AGENT 10 DAYS' PRIOR
WRITTEN NOTICE OF ITS INTENTION TO OPEN ANY SUCH NEW DEPOSIT ACCOUNTS. THE
GRANTORS SHALL DELIVER TO THE ADMINISTRATIVE AGENT A REVISED VERSION OF SCHEDULE
6 SHOWING ANY CHANGES THERETO WITHIN 5 DAYS OF ANY SUCH CHANGE. EACH GRANTOR
HEREBY AUTHORIZES THE FINANCIAL INSTITUTIONS AT WHICH SUCH GRANTOR MAINTAINS A
DEPOSIT ACCOUNT TO PROVIDE THE ADMINISTRATIVE AGENT WITH SUCH INFORMATION WITH
RESPECT TO SUCH DEPOSIT ACCOUNT AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO
TIME REASONABLY REQUEST, AND EACH GRANTOR HEREBY CONSENTS TO SUCH INFORMATION
BEING PROVIDED TO THE ADMINISTRATIVE AGENT. EACH GRANTOR WILL, CAUSE EACH
FINANCIAL INSTITUTION AT WHICH SUCH GRANTOR MAINTAINS A DEPOSITARY OR OTHER
DEPOSIT ACCOUNT THAT EXCEEDS $1,000,000 IN AVERAGE DAILY BALANCE FOR ANY ONE
MONTH PERIOD TO ENTER INTO A BANK AGENCY OR OTHER SIMILAR AGREEMENT WITH THE
ADMINISTRATIVE AGENT AND SUCH GRANTOR, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT, IN ORDER TO GIVE THE ADMINISTRATIVE AGENT "CONTROL" (AS
DEFINED IN THE UCC) OF SUCH ACCOUNT.
(C)
THE GRANTORS, JOINTLY AND SEVERALLY, AGREE TO PAY ALL FEES, COSTS
AND EXPENSES WHICH THE ADMINISTRATIVE AGENT INCURS IN CONNECTION WITH OPENING
AND MAINTAINING THE DEPOSIT ACCOUNTS DESCRIBED IN THIS SECTION AND DEPOSITING
FOR COLLECTION BY THE ADMINISTRATIVE AGENT ANY CHECK OR OTHER ITEM OF PAYMENT
RECEIVED BY THE ADMINISTRATIVE AGENT ON ACCOUNT OF THE OBLIGATIONS. ALL OF SUCH
FEES, COSTS AND EXPENSES SHALL CONSTITUTE OBLIGATIONS HEREUNDER AND SHALL BE
PAYABLE TO THE ADMINISTRATIVE AGENT BY THE GRANTORS UPON DEMAND. ALL CHECKS,
DRAFTS, INSTRUMENTS AND OTHER ITEMS OF PAYMENT OR PROCEEDS OF COLLATERAL SHALL
BE ENDORSED BY THE
13
APPLICABLE GRANTOR TO THE ADMINISTRATIVE AGENT, AND, IF THAT ENDORSEMENT OF ANY
SUCH ITEM SHALL NOT BE MADE FOR ANY REASON, THE ADMINISTRATIVE AGENT IS HEREBY
IRREVOCABLY AUTHORIZED TO ENDORSE THE SAME ON SUCH GRANTOR'S BEHALF. SUBJECT TO
APPLICABLE LAW REGARDING GOVERNMENTAL ACCOUNT DEBTORS, AND FOR THE PURPOSE OF
THIS SECTION, EACH GRANTOR
IRREVOCABLY HEREBY MAKES, CONSTITUTES AND APPOINTS
THE ADMINISTRATIVE AGENT (AND ALL PERSONS DESIGNATED BY THE ADMINISTRATIVE AGENT
FOR THAT PURPOSE) AS SUCH GRANTOR'S TRUE AND LAWFUL ATTORNEY AND AGENT-IN-FACT
(A) TO ENDORSE SUCH GRANTOR'S NAME UPON SAID ITEMS OF PAYMENT AND/OR PROCEEDS OF
COLLATERAL AND UPON ANY CHATTEL PAPER, DOCUMENT, INSTRUMENT, INVOICE OR SIMILAR
DOCUMENT OR AGREEMENT RELATING TO ANY ACCOUNT OF THE SUCH GRANTOR OR GOODS
PERTAINING THERETO; (B) TO TAKE CONTROL IN ANY MANNER OF ANY ITEM OF PAYMENT OR
PROCEEDS THEREOF; AND (C) TO HAVE ACCESS TO ANY LOCK BOX OR POSTAL BOX INTO
WHICH ANY OF SUCH GRANTOR'S MAIL IS DEPOSITED, AND OPEN