ALL MONEYS, CHECKS, NOTES, DRAFTS AND
OTHER PAYMENTS RELATING TO OR CONSTITUTING PROCEEDS OF RECEIVABLES, OR OF ANY
OTHER COLLATERAL, TO BE FORWARDED TO A LOCKBOX FOR DEPOSIT IN AN AGENCY ACCOUNT
IN ACCORDANCE WITH THE PROCEDURES SET OUT IN THE CORRESPONDING AGENCY ACCOUNT
AGREEMENT, AND IN PARTICULAR THE BORROWER WILL:
(I)
ADVISE EACH ACCOUNT DEBTOR TO ADDRESS ALL REMITTANCES WITH
RESPECT TO AMOUNTS PAYABLE ON ACCOUNT OF ANY RECEIVABLES TO A SPECIFIED LOCKBOX,
AND
(II)
STAMP ALL INVOICES RELATING TO ANY SUCH AMOUNTS WITH A LEGEND
SATISFACTORY TO THE ADMINISTRATIVE AGENT INDICATING THAT PAYMENT IS TO BE MADE
TO THE BORROWER VIA A SPECIFIED LOCKBOX.
(B)
THE BORROWER AND THE ADMINISTRATIVE AGENT SHALL CAUSE ALL
COLLECTED BALANCES IN EACH AGENCY ACCOUNT TO BE TRANSMITTED DAILY BY WIRE
TRANSFER OR DEPOSITORY TRANSFER CHECK IN ACCORDANCE WITH THE PROCEDURES SET
FORTH IN THE CORRESPONDING AGENCY ACCOUNT AGREEMENT TO THE ADMINISTRATIVE AGENT
AT THE AGENT'S OFFICE,
(I)
FOR APPLICATION, ON ACCOUNT OF THE SECURED OBLIGATIONS, AS
PROVIDED IN SECTION 2.3(C), 12.2 AND 12.3, SUCH CREDITS TO BE ENTERED UPON
RECEIPT THEREOF AND TO BE CONDITIONED UPON FINAL PAYMENT IN CASH OR SOLVENT
CREDITS OF THE ITEMS GIVING RISE TO THEM (PROVIDED, HOWEVER, THAT FOR THE
PURPOSES OF DETERMINING THE OUTSTANDING PRINCIPAL AMOUNT OF SECURED OBLIGATIONS
FROM TIME TO TIME, AMONG OTHER THINGS, IN ORDER TO DETERMINE AVAILABILITY, SUCH
CREDITS SHALL BE DEEMED ENTERED ON THE DAY OF RECEIPT THEREOF), AND
(II)
WITH RESPECT TO ANY BALANCE REMAINING AFTER SUCH APPLICATION, SO
LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, FOR
TRANSFER TO THE CONTROLLED DISBURSEMENT ACCOUNT OR SUCH OTHER ACCOUNT OF THE
BORROWER AS THE BORROWER AND THE ADMINISTRATIVE AGENT MAY AGREE.
(C)
ANY MONEYS, CHECKS, NOTES, DRAFTS OR OTHER PAYMENTS REFERRED TO IN
SUBSECTION (A) OF THIS SECTION 8.1 WHICH ARE RECEIVED BY OR ON BEHALF OF THE
BORROWER WILL BE HELD IN TRUST FOR THE ADMINISTRATIVE AGENT AND WILL BE
DELIVERED TO THE ADMINISTRATIVE AGENT AT THE AGENT'S OFFICE AS PROMPTLY AS
POSSIBLE IN THE EXACT FORM RECEIVED, TOGETHER WITH ANY NECESSARY ENDORSEMENTS.
69
SECTION 8.2
VERIFICATION AND NOTIFICATION.
THE ADMINISTRATIVE AGENT
SHALL HAVE THE RIGHT
(A)
AT ANY TIME AND FROM TIME TO TIME, IN THE NAME OF THE
ADMINISTRATIVE AGENT OR THE LENDERS, OR IN THE NAME OF THE BORROWER, TO VERIFY
THE VALIDITY, AMOUNT OR ANY OTHER MATTER RELATING TO ANY RECEIVABLES BY MAIL,
TELEPHONE, TELEGRAPH OR OTHERWISE, AND
(B)
AFTER A DEMAND FOR PAYMENT OR AN EVENT OF DEFAULT, TO NOTIFY THE
ACCOUNT DEBTORS OR OBLIGORS UNDER ANY RECEIVABLES OF THE ASSIGNMENT OF SUCH
RECEIVABLES TO THE ADMINISTRATIVE AGENT AND TO DIRECT SUCH ACCOUNT DEBTORS OR
OBLIGORS TO MAKE PAYMENT OF ALL AMOUNTS DUE OR TO BECOME DUE THEREUNDER DIRECTLY
TO THE ADMINISTRATIVE AGENT AND, UPON SUCH NOTIFICATION AND AT THE EXPENSE OF
THE BORROWER, TO ENFORCE COLLECTION OF ANY SUCH RECEIVABLES AND TO ADJUST,
SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT THEREOF, IN THE SAME MANNER AND TO
THE