THIS SECTION 2.3(L)(II) FOR PERIODS
OCCURRING PRIOR TO THE 180TH DAY BEFORE THE GIVING OF SUCH NOTICE.
THE
CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO THIS SECTION 2.3(I) SHALL,
ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND BINDING ON THE FUNDS
ADMINISTRATOR AND EACH OF THE BORROWERS.
(M)
EXISTING LETTERS OF CREDIT.
SCHEDULE 2.3(M) SETS FORTH ALL LETTERS
OF CREDIT OF THE BORROWERS ISSUED BY FACING BANK EACH OF WHICH SHALL BE DEEMED
LETTERS OF CREDIT UNDER THIS AGREEMENT AND SHALL COUNT AGAINST THE $50,000,000
LIMIT ON LETTERS OF CREDIT AS SET FORTH IN SECTION 2.3(A)(I)(B).
EACH LENDER
SHALL BE DEEMED, WITHOUT FURTHER ACTION OF ANY PARTY HERETO, TO HAVE PURCHASED
FROM THE FACING BANK A PARTICIPATION INTEREST EQUAL TO ITS PRO RATA SHARE OF
SUCH LETTERS OF CREDIT.
2.4
MASTER COLLECTION ACCOUNT.
(A)
ON THE CLOSING DATE, THE COLLATERAL AGENT SHALL ESTABLISH IN ITS
OWN NAME, FOR THE BENEFIT OF THE SECURED PARTIES UNDER THE SECURITY AGREEMENT,
THE MASTER COLLECTION ACCOUNT INTO WHICH ALL COLLECTIONS RECEIVED IN ANY
LOCK-BOX ACCOUNT OR OTHERWISE RECEIVED BY ANY CREDIT PARTY ARE TO BE REMITTED.
THE MASTER COLLECTION ACCOUNT SHALL BE ESTABLISHED AND MAINTAINED AT DB OR SUCH
OTHER BANK APPROVED BY ADMINISTRATIVE AGENT (SUCH A BANK, AN "ELIGIBLE
INSTITUTION") OR AS A SEGREGATED TRUST ACCOUNT IN THE CORPORATE TRUST DEPARTMENT
OF ANY FEDERAL OR STATE CHARTERED DEPOSITORY INSTITUTION SUBJECT TO REGULATIONS
REGARDING FIDUCIARY FUNDS ON DEPOSIT SUBSTANTIALLY SIMILAR TO 12 C.F.R. SECTION
9.10(B).
THE MASTER COLLECTION ACCOUNT SHALL BEAR A DESIGNATION CLEARLY
INDICATING THAT THE FUNDS DEPOSITED THEREIN ARE HELD FOR THE BENEFIT OF THE
COLLATERAL AGENT.
IF THE MASTER COLLECTION ACCOUNT IS AT ANY TIME MAINTAINED
WITH AN ELIGIBLE INSTITUTION (OTHER THAN AS A SEGREGATED TRUST ACCOUNT IN SUCH
INSTITUTION'S CORPORATE TRUST DEPARTMENT AS DESCRIBED ABOVE) AND SUCH
INSTITUTION SHALL CEASE TO BE AN ELIGIBLE INSTITUTION FOR PURPOSES HEREOF,
COLLATERAL AGENT SHALL DIRECT THE BORROWERS TO, AND THE BORROWERS SHALL, WITHIN
TEN (10) CALENDAR DAYS THEREAFTER, MOVE SUCH ACCOUNTS TO A DIFFERENT ELIGIBLE
INSTITUTION OR TO A SEGREGATED TRUST ACCOUNT MAINTAINED IN THE CORPORATE TRUST
DEPARTMENT OF AN INSTITUTION MEETING THE QUALIFICATIONS SET FORTH ABOVE.
SUBJECT TO THE RESTRICTIONS SET FORTH IN THIS SECTION 2.4(A), COLLATERAL AGENT
SHALL HAVE THE RIGHT AT ANY TIME TO MOVE, OR TO DESIGNATE ANY OTHER ACCOUNT AS,
MASTER COLLECTION ACCOUNT, AND THE BORROWERS HEREBY AGREE TO TAKE ANY AND ALL
ACTION REASONABLY REQUESTED BY COLLATERAL AGENT TO FACILITATE ANY SUCH MOVE OR
DESIGNATION.
(B)
THE BORROWERS HEREBY AGREE THAT THEY SHALL HAVE NO RIGHT OF SETOFF
AGAINST, AND NO RIGHT OTHERWISE TO DEDUCT FROM, ANY FUNDS HELD IN THE MASTER
COLLECTION ACCOUNT FOR ANY AMOUNT OWED TO THEM BY THE COLLATERAL AGENT,
ADMINISTRATIVE AGENT, ANY OF THE LENDERS, OR ANY OF THE CREDIT PARTIES.
(C)
SO LONG AS NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND NO LOAN IS OUTSTANDING, THE COLLATERAL AGENT, AT
THE DIRECTION OF THE FUNDS ADMINISTRATOR, MAY INVEST THE AMOUNTS FROM TIME TO
TIME ON