THE OBLIGORS AGREE THAT, AT ANY
TIME OR FROM TIME TO TIME DURING A SWEEP PERIOD THAT THE COLLATERAL AGENT
REQUESTS THAT THE OBLIGORS DELIVER TO SUCH A FINANCIAL INSTITUTION AN
INSTRUCTION TO FORWARD BY DAILY SWEEP ALL AMOUNTS IN THE APPLICABLE BLOCKED
ACCOUNT TO THE CONCENTRATION ACCOUNT, THE OBLIGORS SHALL IMMEDIATELY UPON SUCH A
REQUEST DELIVER SUCH AN INSTRUCTION TO SUCH FINANCIAL INSTITUTION AND DELIVER A
WRITTEN COPY THEREOF TO THE COLLATERAL AGENT.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTIONS 7.3(E) OR 7.3(F),
WITH RESPECT TO THE LEAD BORROWER'S BLOCKED ACCOUNTS NUMBERED 1417650388 AND
1000008202 AT THE BANK OF AMERICA, N.A., THE COLLATERAL AGENT AGREES THAT:
95
(1) IF A SWEEP PERIOD IS TRIGGERED SOLELY BY AN EVENT UNDER CLAUSE (II) OF
SECTION 7.3(E) ABOVE, THEN THE COLLATERAL AGENT SHALL, PRIOR TO SENDING THE
INSTRUCTION DESCRIBED IN SECTION 7.3(E) TO BANK OF AMERICA, N.A., REQUEST THAT
THE OBLIGORS DELIVER SUCH AN INSTRUCTION, AND THE COLLATERAL AGENT SHALL, IN
SUCH A CIRCUMSTANCE, ITSELF SEND SUCH AN INSTRUCTION TO BANK OF AMERICA, N.A.
ONLY IF THE OBLIGORS HAVE FAILED TO DEMONSTRATE TO COLLATERAL AGENT, PRIOR TO
5:00 P.M. (BOSTON TIME) ON THE BUSINESS DAY FOLLOWING THE DATE OF SUCH REQUEST,
THAT THE OBLIGORS HAVE DELIVERED THE REQUESTED INSTRUCTION; AND
(2) IF THE COLLATERAL AGENT ITSELF HAS DELIVERED AN INSTRUCTION TO BANK OF
AMERICA, N.A. TO FORWARD BY DAILY SWEEP ALL AMOUNTS IN THE APPLICABLE BLOCKED
ACCOUNT TO THE CONCENTRATION ACCOUNT, THE COLLATERAL AGENT AGREES THAT IF AND
WHEN EITHER OR BOTH OF THE TWO (2) PERMITTED SWEEP SUSPENSIONS BECOMES
EFFECTIVE, IT SHALL THEREAFTER, AT THE REQUEST OF THE LEAD BORROWER, AND UNTIL
THE COMMENCEMENT OF A SUBSEQUENT SWEEP PERIOD, EITHER: (A) INSTRUCT THE BANK OF
AMERICA TO CAUSE AMOUNTS AT SUCH BLOCKED ACCOUNTS TO BE REDIRECTED TO THE
OPERATING ACCOUNT, INSTEAD OF THE CONCENTRATION ACCOUNT; (B) SUBJECT TO BANK OF
AMERICA, N.A.'S AGREEMENT TO DO SO, ENTER INTO A NEW BLOCKED ACCOUNT AGREEMENT
WITH THE BANK OF AMERICA, N.A. SUBSTANTIALLY IN THE FORM OF THE BLOCKED ACCOUNT
AGREEMENT DATED AS OF OR ABOUT EVEN DATE HEREWITH, WITH SUCH CHANGES THERETO AS
MAY BE REASONABLY REQUESTED BY THE PARTIES, WITH RESPECT TO THE SUCH BLOCKED
ACCOUNTS OR NEW BLOCKED ACCOUNTS AT BANK OF AMERICA, N.A.; OR (C) TAKE SUCH
OTHER STEPS TO REDIRECT AMOUNTS AT SUCH BLOCKED ACCOUNTS TO THE OPERATING
ACCOUNT OR AS THE LEAD BORROWER AND THE COLLATERAL AGENT MAY OTHERWISE AGREE IN
WRITING IN THEIR SOLE DISCRETION.
7.4
PROCEEDS AND COLLECTION OF ACCOUNTS.
(A)
ALL RECEIPTS CONSTITUTE COLLATERAL AND PROCEEDS OF COLLATERAL AND SHALL BE
HELD IN TRUST BY THE OBLIGORS FOR THE COLLATERAL AGENT, SHALL NOT BE COMMINGLED
WITH ANY OF THE OBLIGORS' OTHER FUNDS, AND SHALL BE DEPOSITED AND/OR TRANSFERRED
ONLY TO A BLOCKED ACCOUNT, THE OPERATING ACCOUNT, OR THE CONCENTRATION ACCOUNT,
OR ANOTHER DDA PERMITTED HEREUNDER (AND, IN SUCH CASE, ONLY IF THE FUNDS IN SUCH
DDA ARE DEPOSITED AND/OR TRANSFERRED TO A BLOCKED ACCOUNT, OPERATING ACCOUNT, OR
CONCENTRATION ACCOUNT).
(B)
THE OBLIGORS SHALL