HEREOF) TO BE MAINTAINED IN SUCH
ACCOUNTS.
SECTION 4.14.
LETTER-OF-CREDIT RIGHTS.
IF ANY GRANTOR IS AT ANY TIME A
BENEFICIARY UNDER A LETTER OF CREDIT NOW OR HEREAFTER ISSUED IN FAVOR OF SUCH
GRANTOR IN AN AMOUNT EXCEEDING U.S.$1,000,000, SUCH GRANTOR SHALL PROMPTLY
NOTIFY THE COLLATERAL AGENT THEREOF AND, AT THE REQUEST AND OPTION OF THE
COLLATERAL AGENT, SUCH GRANTOR SHALL, PURSUANT TO AN AGREEMENT IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, EITHER (I) ARRANGE
FOR THE ISSUER AND ANY CONFIRMER OF SUCH LETTER OF CREDIT TO CONSENT TO AN
ASSIGNMENT TO THE COLLATERAL AGENT OF THE PROCEEDS OF ANY DRAWING UNDER THE
LETTER OF CREDIT OR (II) ARRANGE FOR THE COLLATERAL AGENT TO BECOME THE
TRANSFEREE BENEFICIARY OF THE LETTER OF CREDIT, WITH THE COLLATERAL AGENT
AGREEING, IN EACH CASE, THAT THE PROCEEDS OF ANY DRAWING UNDER THE LETTER OF
CREDIT ARE TO BE PAID TO THE APPLICABLE GRANTOR UNLESS AN EVENT OF DEFAULT HAS
OCCURRED OR IS CONTINUING.
ARTICLE V
COLLECTIONS
SECTION 5.01.
CASH MANAGEMENT ACCOUNTS.
(A)
EACH GRANTOR WILL ESTABLISH AND
MAINTAIN, WITHIN 60 DAYS AFTER THE EFFECTIVE DATE, (I) ONE CASH CONCENTRATION
ACCOUNT AND (II) ONE OR MORE COLLECTION DEPOSIT ACCOUNTS, IN THE CASE OF THIS
CLAUSE (II), WITH THE COLLATERAL AGENT OR WITH ANY FINANCIAL INSTITUTION
SELECTED BY SUCH GRANTOR THAT (A) IS REASONABLY SATISFACTORY TO THE COLLATERAL
AGENT AND (B) ENTERS INTO A COLLECTION DEPOSIT LETTER AGREEMENT WITH RESPECT TO
THE COLLECTION DEPOSIT ACCOUNTS OF SUCH GRANTOR WITH SUCH FINANCIAL
INSTITUTION.
EACH FINANCIAL INSTITUTION WITH WHICH A COLLECTION DEPOSIT ACCOUNT
IS MAINTAINED IS REFERRED TO HEREIN AS A "COLLECTION DEPOSIT BANK".
(B)
EACH GRANTOR, COMMENCING WITHIN 60 DAYS AFTER THE EFFECTIVE DATE, WILL
DEPOSIT ON EACH BUSINESS DAY ALL DAILY RECEIPTS INTO EITHER (I) A COLLECTION
DEPOSIT ACCOUNT OR (II) A CASH CONCENTRATION ACCOUNT.
EACH GRANTOR SHALL USE
ALL REASONABLE EFFORTS TO PREVENT ANY FUNDS THAT ARE NOT DAILY RECEIPTS FROM
BEING DEPOSITED INTO, OR OTHERWISE COMMINGLED WITH, THE FUNDS HELD IN THE
COLLECTION DEPOSIT ACCOUNTS OR THE CASH CONCENTRATION ACCOUNTS.
(C)
ON EACH BUSINESS DAY DURING THE CASH COLLECTION PERIOD, ALL COLLECTED
FUNDS ON DEPOSIT IN EACH COLLECTION DEPOSIT ACCOUNT WILL BE TRANSFERRED TO THE
APPLICABLE CASH CONCENTRATION ACCOUNT TO THE EXTENT PROVIDED IN THE APPLICABLE
COLLECTION DEPOSIT LETTER AGREEMENT.
(D)
ON EACH BUSINESS DAY DURING THE CASH COLLECTION PERIOD, ALL COLLECTED
FUNDS ON DEPOSIT IN THE CASH CONCENTRATION ACCOUNTS WILL BE TRANSFERRED TO THE
COLLATERAL PROCEEDS ACCOUNT TO BE APPLIED BY THE ADMINISTRATIVE AGENT, ON BEHALF
OF THE
17
BORROWERS, TO PREPAY REVOLVING BORROWINGS AND SWINGLINE LOANS IN THE MANNER
PROVIDED IN SECTION 2.10 OF THE CREDIT AGREEMENT, UNTIL ALL OUTSTANDING
SWINGLINE LOANS AND REVOLVING BORROWINGS HAVE BEEN REPAID, AND THEREAFTER TO BE
TRANSFERRED TO THE GENERAL FUNDS ACCOUNT, SUBJECT TO PARAGRAPH (F) BELOW.
(E)
DURING THE CASH COLLECTION PERIOD, NO GRANTOR SHALL HAVE ANY CONTROL OVER,
OR ANY RIGHT OR POWER TO WITHDRAW ANY FUNDS ON DEPOSIT IN, ANY COLLECTION
DEPOSIT ACCOUNT OR CASH CONCENTRATION ACCOUNT; PROVIDED,