TO REPAY OPERATING EXPENSES OF THE BORROWERS AND
THEIR SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS OR FOR OTHER PURPOSES
PERMITTED HEREUNDER OTHER THAN TRANSFERS OF FUNDS TO A DEPOSIT ACCOUNT THAT IS
NOT SUBJECT TO A BLOCKED ACCOUNT AGREEMENT (AN "UNBLOCKED ACCOUNT") OR
INVESTMENTS IN PERMITTED INVESTMENTS UNLESS (I) THE COLLATERAL AGENT HAS A FIRST
PRIORITY PERFECTED SECURITY INTEREST IN SUCH PERMITTED INVESTMENT OR UNBLOCKED
ACCOUNT OR (II) THE AMOUNT OF SUCH PERMITTED INVESTMENTS AND FUNDS IN UNBLOCKED
ACCOUNTS SO TRANSFERRED FOR WHICH THE COLLATERAL AGENT DOES NOT HAVE A FIRST
PRIORITY PERFECTED SECURITY INTEREST DOES NOT EXCEED $40 MILLION AT ANY ONE
TIME; PROVIDED, FURTHER, THAT NO SUCH TRANSFERS OF FUNDS TO UNBLOCKED ACCOUNTS
OR PERMITTED INVESTMENTS MAY BE MADE PURSUANT TO THIS CLAUSE (II) IF THE
AVAILABILITY IS LESS THAN $100 MILLION ON SUCH DATE IMMEDIATELY BEFORE AND AFTER
GIVING EFFECT TO SUCH TRANSFER OR PERMITTED INVESTMENT.
IF AN AVAILABILITY
TRIGGERING EVENT OR SPECIFIED DEFAULT HAS OCCURRED AND IS CONTINUING, (I) THE
COLLATERAL AGENT SHALL HAVE THE RIGHT TO APPLY COLLECTIONS RECEIVED INTO THE
PRIMARY PAYMENT ACCOUNT TO THE OUTSTANDING LOANS AS PROVIDED IN SECTION 5.02 OF
THE COLLATERAL AGREEMENT AND THE BORROWERS SHALL HAVE THE RIGHT, SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, TO REQUEST BORROWINGS HEREUNDER AND
DIRECT THE DISPOSITION OF REVOLVING LOAN PROCEEDS, AND (II) THE BORROWERS SHALL
NOT BE ENTITLED TO PRESENT ITEMS DRAWN ON OR OTHERWISE TO WITHDRAW OR DIRECT THE
DISPOSITIONS OF FUNDS FROM THE PRIMARY PAYMENT ACCOUNT NOR SHALL ANY BORROWER BE
ENTITLED TO CLOSE THE PRIMARY PAYMENT ACCOUNT UNTIL ALL OBLIGATIONS UNDER THIS
AGREEMENT ARE PAID AND PERFORMED IN FULL.
NOTWITHSTANDING ANY OTHER AGREEMENTS
THE BORROWERS MAY HAVE WITH ANY SECURED PARTY, THE COLLATERAL AGENT SHALL BE
ENTITLED, DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, FOR PURPOSES OF THIS
AGREEMENT TO GIVE INSTRUCTIONS AS TO THE WITHDRAWAL OR DISPOSITION OF FUNDS FROM
TIME TO TIME CREDITED TO ANY DEPOSIT ACCOUNT WITH THE COLLATERAL AGENT, ANY
PAYMENT ACCOUNT, OR THE PRIMARY PAYMENT ACCOUNT, OR AS TO ANY OTHER MATTERS
RELATING TO ANY OF THE FORGOING WITHOUT FURTHER CONSENT OF THE BORROWERS.
THE
COLLATERAL AGENT'S POWER UNDER THIS
116
AGREEMENT TO GIVE INSTRUCTIONS AS TO THE WITHDRAWAL OR DISPOSITION OF ANY FUNDS
FROM TIME TO TIME CREDITED TO THE PRIMARY PAYMENT ACCOUNT, ANY OTHER PAYMENT
ACCOUNT OR DEPOSIT ACCOUNT WITH THE COLLATERAL AGENT OR AS TO ANY OTHER MATTERS
RELATING TO THE FOREGOING INCLUDES, WITHOUT LIMITATION, DURING AN EVENT OF
DEFAULT, THE POWER TO GIVE STOP PAYMENT ORDERS FOR ANY ITEMS BEING PRESENTED TO
SUCH ACCOUNTS FOR PAYMENT.
(B)
NO LATER THAN 120 DAYS AFTER THE CLOSING DATE OR SUCH LATER
TIME AS THE ADMINISTRATIVE AGENT SHALL AGREE, ESTABLISH A LOCK‐BOX SERVICE FOR
COLLECTIONS OF ACCOUNTS AT CLEARING BANKS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND, WITH RESPECT TO BANK ACCOUNTS WITH CLEARING BANKS
OTHER THAN THE COLLATERAL AGENT, IF REQUESTED BY THE ADMINISTRATIVE AGENT,
SUBJECT TO BLOCKED ACCOUNT AGREEMENTS AND OTHER DOCUMENTATION REASONABLY
ACCEPTABLE TO THE