ACCOUNT BANK OR THE CONCENTRATION ACCOUNT BANK TO REMIT) ANY SUCH AMOUNTS THAT
ARE NOT COLLECTIONS TO THE APPLICABLE ORIGINATOR OR OTHER PERSON DESIGNATED IN
SUCH NOTICE.
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(M)
ERISA.
THE BORROWER SHALL NOT CAUSE OR PERMIT TO OCCUR AN EVENT
THAT (I) COULD REASONABLY BE EXPECTED TO RESULT IN THE IMPOSITION OF A LIEN ON
ANY BORROWER COLLATERAL UNDER SECTION 412 OF THE IRC OR SECTION 302 OR 4068 OF
ERISA, OR (II) COULD REASONABLY BE EXPECTED TO RESULT IN THE INCURRENCE BY
BORROWER OF ANY LIABILITIES UNDER TITLE IV OF ERISA (OTHER THAN (X) PREMIUM
PAYMENTS ARISING IN THE ORDINARY COURSE OF BUSINESS, (Y) LIABILITIES ARISING
UNDER SECTION 4041(B) OF ERISA AND (Z) INTEREST OR PENALTIES IN CONNECTION WITH
LATE PREMIUM PAYMENTS THAT HAVE NOT REMAINED OUTSTANDING FOR MORE THAN THIRTY
(30) DAYS FROM THE DAY SUCH INTEREST OR PENALTIES WERE INCURRED).
(N)
RELATED DOCUMENTS.
THE BORROWER SHALL NOT AMEND, MODIFY OR WAIVE
ANY TERM OR PROVISION OF ANY RELATED DOCUMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE ADMINISTRATIVE AGENT.
(O)
BOARD POLICIES.
THE BORROWER SHALL NOT MODIFY THE TERMS OF ANY
POLICY OR RESOLUTIONS OF ITS BOARD OF MANAGERS IF SUCH MODIFICATION COULD
REASONABLY BE EXPECTED TO HAVE OR RESULT IN A MATERIAL ADVERSE EFFECT.
(P)
ADDITIONAL MEMBERS OF BORROWER.
THE BORROWER SHALL NOT ADMIT ANY
ADDITIONAL MEMBER WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT
OTHER THAN A "SPECIAL MEMBER" AS SUCH TERM IS DEFINED IN THE BORROWER'S LIMITED
LIABILITY COMPANY AGREEMENT AS OF THE DATE HEREOF.
ARTICLE VI.
ACCOUNTS
SECTION 6.01.
ESTABLISHMENT OF ACCOUNTS.
(A)
COLLECTION ACCOUNTS.
(I)
THE BORROWER HAS ESTABLISHED WITH EACH COLLECTION ACCOUNT BANK
ONE OR MORE COLLECTION ACCOUNTS SUBJECT, IN EACH CASE, TO A FULLY EXECUTED
COLLECTION ACCOUNT AGREEMENT.
THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT
SHALL HAVE EXCLUSIVE DOMINION AND CONTROL OF EACH COLLECTION ACCOUNT AND ALL
MONIES, INSTRUMENTS AND OTHER PROPERTY FROM TIME TO TIME ON DEPOSIT THEREIN.
THE BORROWER SHALL NOT MAKE OR CAUSE TO BE MADE, OR HAVE ANY ABILITY TO MAKE OR
CAUSE TO BE MADE, ANY WITHDRAWALS FROM ANY COLLECTION ACCOUNT EXCEPT AS PROVIDED
IN SECTION 6.01(B)(II).
(II)
THE BORROWER (OR AN ORIGINATOR ON BORROWER'S BEHALF) HAS
INSTRUCTED ALL EXISTING OBLIGORS OF TRANSFERRED RECEIVABLES, AND SHALL INSTRUCT
ALL FUTURE OBLIGORS OF SUCH RECEIVABLES, TO MAKE PAYMENTS IN RESPECT THEREOF
ONLY (A) BY CHECK OR MONEY ORDER MAILED TO ONE OR MORE LOCKBOXES OR POST OFFICE
BOXES UNDER THE CONTROL OF THE ADMINISTRATIVE AGENT (EACH A "LOCKBOX" AND
COLLECTIVELY THE "LOCKBOXES") OR (B) BY WIRE TRANSFER OR MONEYGRAM DIRECTLY TO A
COLLECTION ACCOUNT.
SCHEDULE 4.01(Q) LISTS ALL LOCKBOXES AND ALL COLLECTION
ACCOUNT BANKS AT WHICH THE BORROWER MAINTAINS COLLECTION ACCOUNTS AS OF THE
EFFECTIVE DATE, AND SUCH SCHEDULE CORRECTLY IDENTIFIES (1) WITH RESPECT TO EACH
SUCH COLLECTION ACCOUNT BANK, THE NAME, ADDRESS AND TELEPHONE NUMBER THEREOF,
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(2) with respect to each Collection Account, the name in which such account is
held and the complete account number therefor, and (3) with respect to