Asterisks denote such omission.
JURISDICTION FOR PURPOSES OF THE DEPOSIT ACCOUNTS UNDER THE UCC SHALL BE NEW
YORK
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(G)
LOCKBOX ESCROW AGENT SHALL FURNISH TO COMPANY AND LENDER PERIODIC REPORTS, WHICH
ACCOUNT FOR ALL SUCH INVESTMENTS AND INTEREST AND INCOME EARNED THEREON.
SUCH
REPORTS SHALL BE FURNISHED MONTHLY OR, MORE FREQUENTLY, UPON THE REQUEST OF
COMPANY AND LENDER
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(H)
EACH OF COMPANY AND LENDER ACKNOWLEDGES AND AGREES THAT (I) THE LOCKBOX ACCOUNT
IS BEING ESTABLISHED FOR THE BENEFIT OF COMPANY AND LENDER, (II) THE LOCKBOX
ACCOUNT AND ALL DEPOSIT FUNDS RELATING THERETO ARE THE PROPERTY OF THE LOCKBOX
ESCROW AGENT, FOR THE BENEFIT OF THE COMPANY AND LENDER IN ACCORDANCE WITH THEIR
RESPECTIVE INTERESTS AND (III) IT SHALL, AT ITS OWN COST AND EXPENSE, DEFEND THE
LOCKBOX ACCOUNT (AND ALL DEPOSIT FUNDS RELATING THERETO) AGAINST ANY AND ALL
CLAIMS OF ITS CREDITORS, WHETHER THREATENED OR ACTUAL
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(I)
THE DEPOSIT FUNDS IN EACH CONCENTRATION ACCOUNT SHALL BE INVESTED BY FINANCIAL
INSTITUTION IN PERMITTED INVESTMENTS.
ALL PERMITTED INVESTMENTS SHALL BE
REGISTERED IN THE NAME OF FINANCIAL INSTITUTION FOR THE BENEFIT OF LENDER OR
COMPANY, AS APPLICABLE, AND HELD BY FINANCIAL INSTITUTION AS PART OF SUCH
CONCENTRATION ACCOUNT.
FINANCIAL INSTITUTION MAY MAKE INVESTMENTS THROUGH ITS
INVESTMENT DIVISION OR SHORT-TERM INVESTMENT DEPARTMENT.
FINANCIAL INSTITUTION
SHALL SELL AND REDUCE TO CASH A SUFFICIENT AMOUNT OF PERMITTED INVESTMENTS
WHENEVER THE CASH BALANCE OF THE CONCENTRATION ACCOUNTS IS INSUFFICIENT TO PAY
THE AMOUNTS REQUIRED TO BE PAID THEREFROM.
FINANCIAL INSTITUTION SHALL, WITHOUT
FURTHER DIRECTION FROM ANY PERSON, SELL SUCH INVESTMENTS AS AND WHEN REQUIRED TO
MAKE ANY PAYMENTS FROM THE CONCENTRATION ACCOUNTS.
FINANCIAL INSTITUTION SHALL
NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS SUFFERED IN CONNECTION WITH ANY
INVESTMENT OF MONEYS MADE BY FINANCIAL INSTITUTION IN ACCORDANCE WITH THIS
SECTION 2(I)
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SECTION 3. OPERATION OF AND DISBURSEMENTS FROM THE LOCKBOX ACCOUNT.
(A)
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE GROSS PAYMENTS (AS DEFINED IN THE
LOAN AGREEMENT) SHALL BE PAID INTO THE LOCKBOX ACCOUNT
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(B)
THE LOCKBOX ESCROW AGENT WILL PROVIDE THE LOCKBOX CALCULATION AGENT WITH A DAILY
REPORT SHOWING EACH PAYMENT RECEIVED IN THE LOCKBOX ACCOUNT ON THE PREVIOUS
BUSINESS DAY VIA ONLINE ACCESS.
FROM TIME TO TIME, AT A PERIOD TO BE DEFINED BY
COMPANY BUT IN ANY EVENT NO LESS FREQUENTLY THAN ONCE PER MONTH, THE LOCKBOX
CALCULATION AGENT SHALL SUBMIT A REPORT TO THE LOCKBOX ESCROW AGENT AND THE
FINANCIAL INSTITUTION (WITH A COPY
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
TO COMPANY) IN RESPECT OF THE AMOUNTS ON DEPOSIT IN THE LOCKBOX ACCOUNT AS OF
THE END OF THE RELEVANT CALCULATION PERIOD (EACH, A "LOCKBOX CALCULATION
REPORT"), WHICH LOCKBOX CALCULATION REPORT SHALL SPECIFY THE PORTION THEREOF
WHICH IS ALLOCABLE TO LENDER AND COMPANY, RESPECTIVELY, BY WAY OF ALLOCATIONS
BETWEEN THE LENDER CONCENTRATION ACCOUNT AND THE COMPANY CONCENTRATION ACCOUNT.
SUCH ALLOCATIONS SHALL BE CALCULATED BY THE LOCKBOX CALCULATION AGENT AS SET
FORTH ON SCHEDULE 5.
COMPANY SHALL