(EACH A "LOCKBOX AGREEMENT") APPROVED BY AND ACCEPTABLE TO COLLATERAL AGENT IN
ITS DISCRETION.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT AND
THE DEMAND OF COLLATERAL AGENT, BORROWER SHALL PROMPTLY INSTRUCT EACH PERSON
OBLIGATED AT ANY TIME TO MAKE ANY PAYMENT TO BORROWER FOR ANY REASON TO MAKE
SUCH PAYMENT TO A LOCKBOX ACCOUNT, AND SHALL PAY TO COLLATERAL AGENT FOR DEPOSIT
IN AN APPROVED BANK ACCOUNT AS MAY BE FROM TIME TO TIME DESIGNATED BY COLLATERAL
AGENT, AT THE END OF EACH BUSINESS DAY, ALL PROCEEDS OF COLLATERAL AND ALL OTHER
CASH RECEIVED BY IT ON SUCH DAY.
(D)
BORROWER SHALL INSTRUCT EACH LOCKBOX BANK TO TRANSFER TO AN
APPROVED BANK ACCOUNT DESIGNATED BY COLLATERAL AGENT, AT THE END OF EACH
BUSINESS DAY, IN SAME DAY FUNDS, AN AMOUNT EQUAL TO THE CREDIT BALANCE OF THE
LOCKBOX ACCOUNT IN SUCH LOCKBOX BANK.
73
(E)
UPON ANY TERMINATION OF ANY LOCKBOX AGREEMENT OR OTHER AGREEMENT
WITH RESPECT TO THE MAINTENANCE OF A LOCKBOX ACCOUNT BY BORROWER OR ANY LOCKBOX
BANK, BORROWER SHALL IMMEDIATELY NOTIFY ALL PERSONS THAT WERE MAKING PAYMENTS TO
SUCH LOCKBOX ACCOUNT TO MAKE ALL FUTURE PAYMENTS TO ANOTHER LOCKBOX ACCOUNT OR
TO AN APPROVED BANK ACCOUNT DESIGNATED BY COLLATERAL AGENT.
BORROWER AGREES TO
TERMINATE ANY OR ALL LOCKBOX ACCOUNT AND LOCKBOX AGREEMENTS UPON REQUEST BY
COLLATERAL AGENT.
10.15
FILING FEES AND TAXES.
BORROWER COVENANTS AND AGREES TO PAY ALL
RECORDING AND FILING FEES, REVENUE STAMPS, TAXES AND OTHER EXPENSES AND CHARGES
PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY TO LENDER PARTIES OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THE RECORDING, FILING, SATISFACTION,
CONTINUATION AND RELEASE OF ANY MORTGAGES, FINANCING STATEMENTS OR OTHER
INSTRUMENTS FILED OR RECORDED IN CONNECTION HEREWITH OR THEREWITH.
10.16
ASSIGNED AGREEMENTS.
EXCEPT IN BORROWER'S ORDINARY COURSE OF
BUSINESS, BORROWER COVENANTS AND AGREES THAT IT SHALL NOT (A) CANCEL OR
TERMINATE ANY ASSIGNED AGREEMENT OR CONSENT TO OR ACCEPT ANY CANCELLATION OR
TERMINATION THEREOF; (B) AMEND OR OTHERWISE MODIFY ANY ASSIGNED AGREEMENT OR
GIVE ANY CONSENT, WAIVER OR APPROVAL THEREUNDER; (C) WAIVE ANY DEFAULT OR BREACH
OF ANY ASSIGNED AGREEMENT; OR (D) TAKE ANY OTHER ACTION IN CONNECTION WITH ANY
ASSIGNED AGREEMENT, AND, NOTWITHSTANDING THE FOREGOING, IN EACH CASE WHERE ANY
SUCH ACTION MAY GIVE RISE TO A MATERIAL ADVERSE CHANGE, SUCH ACTION SHALL ONLY
BE TAKEN WITH AGENT'S PRIOR WRITTEN CONSENT.
10.17
AIR PRODUCTS APA DOCUMENTS.
BORROWER SHALL (A) OBSERVE AND PERFORM
IN ALL MATERIAL RESPECTS ALL THE OBLIGATIONS IMPOSED UPON BORROWER UNDER THE AIR
PRODUCTS APA DOCUMENTS; (B) PROMPTLY SEND TO AGENT COPIES OF EACH MATERIAL
NOTICE WHICH BORROWER SHALL SEND OR RECEIVE UNDER THE AIR PRODUCTS APA DOCUMENTS
(INCLUDING, BUT NOT LIMITED TO, THE "STATEMENT" AS DEFINED IN SECTION 2.01(A) OF
THE AIR PRODUCTS APA, ANY "NOTICE OF DISAGREEMENT" AS DEFINED IN
SECTION 2.01(B) OF THE AIR PRODUCTS APA, ANY UPDATES TO THE SELLER DISCLOSURE
LETTER AS PROVIDED FOR IN SECTION 5.02(B)(I) OF THE AIR PRODUCTS APA, AND ANY
NOTICE OF TERMINATION AS PROVIDED