BORROWERS
SHALL DELIVER TO ADMINISTRATIVE AGENT AND COLLATERAL AGENT (ON OR PRIOR TO THE
DATE HEREOF OR OF ANY RELOCATION OF SUCH ACCOUNT TO ANY OTHER FINANCIAL
INSTITUTION) A MASTER COLLECTION ACCOUNT AGREEMENT SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT 11.1 (A "MASTER COLLECTION ACCOUNT AGREEMENT"),
EXECUTED BY THE APPLICABLE BORROWERS AND THE APPLICABLE BANK AT WHICH SUCH
ACCOUNT IS THEN BEING MAINTAINED (THE "MASTER COLLECTION ACCOUNT BANK") AND
COVERING THE MASTER COLLECTION ACCOUNT.
EACH BORROWER AND EACH CREDIT PARTY
HEREBY GRANT TO COLLATERAL AGENT EXCLUSIVE DOMINION AND CONTROL OF ALL OF THE
LOCK-BOX ACCOUNTS, THE LOCK-BOXES AND THE MASTER COLLECTION ACCOUNT (AND ALL
FUNDS DEPOSITED, OR TO BE DEPOSITED, THEREIN), WITH ALL RIGHTS TO, AMONG OTHER
THINGS, AT ANY TIME (I) GIVE NOTICES TO EACH LOCK-BOX BANK OR THE MASTER
COLLECTION ACCOUNT BANK, AS APPLICABLE, (II) DIRECT THE DISPOSITION OF ALL
COLLECTIONS THAT ARE SENT TO ANY OF THE LOCK-BOXES AND THE LOCK-BOX ACCOUNTS TO
THE MASTER COLLECTION ACCOUNT, AND ALL COLLECTIONS THAT ARE ON DEPOSIT IN THE
MASTER COLLECTION ACCOUNT IN ACCORDANCE WITH THE TERMS
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HEREOF, AND (III) TAKE ALL OTHER ACTIONS PERMITTED UNDER THE LOCK-BOX LETTERS
AND THE MASTER COLLECTION ACCOUNT AGREEMENT.
UNLESS DIRECTED TO DO SO BY
ADMINISTRATIVE AGENT AND COLLATERAL AGENT, NO BORROWER SHALL HAVE AUTHORITY TO,
NOR SHALL IT TERMINATE ANY BANK AS THE MASTER COLLECTION ACCOUNT BANK, ADD ANY
OTHER FINANCIAL INSTITUTION AS A MASTER COLLECTION ACCOUNT BANK, OR CONSENT TO
THE TRANSFER OF ANY FUNDS FROM ANY LOCK-BOX BANK TO ANY FINANCIAL INSTITUTION
OTHER THAN THE MASTER COLLECTION ACCOUNT BANK.
TO THE EXTENT A BORROWER IS
DIRECTED BY COLLATERAL AGENT TO MOVE THE MASTER COLLECTION ACCOUNT TO A
DIFFERENT ACCOUNT OR TO A DIFFERENT FINANCIAL INSTITUTION, SUCH BORROWER SHALL
DELIVER TO COLLATERAL AGENT A NEW OR REVISED MASTER COLLECTION ACCOUNT
AGREEMENT, AS APPLICABLE, EXECUTED BY SUCH BORROWER AND THE MASTER COLLECTION
ACCOUNT BANK OR NEW MASTER COLLECTION ACCOUNT BANK, AS APPLICABLE, RELATING TO
SUCH NEW MASTER COLLECTION ACCOUNT, IN ANY CASE, PRIOR TO THE DESIGNATION OF
SUCH ACCOUNT AS THE MASTER COLLECTION ACCOUNT.
IF NOTWITHSTANDING THE
DIRECTIONS IN THE LOCK-BOX LETTERS AND THIS AGREEMENT, ANY BORROWER RECEIVES ANY
COLLECTIONS DIRECTLY, IT HEREBY AGREES TO REMIT SUCH COLLECTIONS (WITHIN ONE (1)
BUSINESS DAY THEREAFTER) TO THE MASTER COLLECTION ACCOUNT IN THE IDENTICAL FORM
AS RECEIVED BY IT (WITH ANY NECESSARY ENDORSEMENTS).
PRIOR TO ITS TURNOVER OF
SUCH COLLECTIONS, SUCH BORROWER SHALL HOLD ANY SUCH COLLECTIONS RECEIVED BY IT
IN TRUST FOR THE COLLATERAL AGENT.
11.2
ENFORCEMENT RIGHTS.
(A)
COLLATERAL AGENT MAY, AT ANY TIME UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, DIRECT THE OBLIGORS AND THE LOCK-BOX
BANKS TO MAKE ALL PAYMENTS WITH RESPECT TO THE RECEIVABLES DIRECTLY TO THE
MASTER COLLECTION ACCOUNT.
COLLATERAL AGENT MAY, AND THE FUNDS ADMINISTRATOR
SHALL AT COLLATERAL AGENT'S REQUEST, WITHHOLD THE IDENTITY OF THE LENDERS FROM
THE OBLIGORS AND LOCK-BOX BANKS.
UPON COLLATERAL AGENT'S REQUEST AT ANY TIME
DURING AN EVENT OF DEFAULT, THE FUNDS ADMINISTRATOR (AT THE BORROWER'S