Common use of Amendments to Section 4 Clause in Contracts

Amendments to Section 4. 02. -------------------------- (a) Section 4.02(a) of the Agreement is amended and restated to read in its entirety as follows: (a) Establishment of the Collections Account, the Group Collections Accounts and the Excess Funding Accounts. The Trustee, for the benefit of Certificateholders, shall cause to be established and maintained in the name of the Trust either (i) non-interest bearing segregated trust accounts with the corporate trust department of an office or branch of a Qualified Trust Institution or (ii) non-interest bearing segregated deposit accounts or securities accounts with an Eligible Institution. One account shall be designated the "Collections Account," one account shall be designated the "Excess Funding Account (SRC)," one account shall be designated for each Group (each, a "Group Collections Account"), in each case marked to indicate clearly that the funds deposited therein and property credited thereto are held by the Trustee for the benefit of the Certificateholders. Subject to subsection (c) below, the Trust shall possess all right, title and interest in all property from time to time credited to and all funds from time to time on deposit in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and each Group Collections Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b), the Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accounts for the purpose of carrying out the duties of the Servicer hereunder. The Servicer at all times shall maintain accurate records reflecting each transaction in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accounts." (b) Section 4.02(c) of the Agreement is amended and restated to read in its entirety as follows: (c) Administration of Trust Property and the Investor Accounts. Except as otherwise provided in a relevant Series Supplement, any funds on deposit in any Investor Account for more than one Business Day shall at all times be invested in Permitted Investments at the written direction of the Seller or its agent, subject to the restrictions set forth below. The Trustee shall hold or maintain all property of the Trust, including all Permitted Investments, such that the Trustee at all times has a first-priority perfected security interest in such property. Any Permitted Investment with a stated maturity shall mature on or prior to the next Distribution Date related to the earliest Due Period (or such other date as the Rating Agencies shall permit) in which Collections invested in such Permitted Investment were received. Withdrawals from the Collections Account pursuant to any applicable Series Supplement shall be deemed to be made from Collections in the order in which such Collections were deposited in the Collections Account. On each applicable Distribution Date, all interest and earnings (less investment expenses) on funds on deposit in any Investor Account, if any, shall be deposited by the Trustee in the Collections Account. For purposes of determining the availability of funds or the balances in such Investor Accounts for any reason under this Agreement or any Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. If at any time any Investor Account shall be located at an institution that fails to meet the qualification requirements for an Eligible Institution or a Qualified Trust Institution, as applicable, the Trustee shall move or cause to be moved such Investor Account to an institution meeting the requisite qualifications requirements within ten Business Days of the date the Trustee becomes aware of such lack of qualification."

Amendments to Section 4. 0202 (Mandatory Repayments and Prepayments). -------------------------- Clause (a) Section 4.02(ad) of the Agreement Section 4.02(A) is amended and restated to read in its entirety as follows: (a) Establishment of the Collections Account, the Group Collections Accounts and the Excess Funding Accounts. The Trustee, for the benefit of Certificateholders, shall cause to be established and maintained in the name of the Trust either by (i) non-interest bearing segregated trust accounts with inserting the corporate trust department following text immediately after the text in the second parenthetical therein: "except any issuance of an office or branch of a Qualified Trust Institution or Additional Senior Subordinated Notes" and (ii) non-interest bearing segregated deposit accounts or securities accounts with an Eligible Institution. One account shall be designated inserting the following text immediately after the text "Collections Account," one account shall be designated the as set forth in Section 4.02(C))"Excess Funding Account (SRC)," one account shall be designated for each Group (each: "; provided, a "Group Collections Account")however, in each case marked to indicate clearly that the funds deposited therein Company shall not be required to so apply the cash proceeds (net of underwriting discounts and property credited thereto are held by the Trustee for the benefit of the Certificateholders. Subject to subsection (c) below, the Trust shall possess all right, title commissions and interest in all property from time to time credited to and all funds from time to time on deposit in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and each Group Collections Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b), the Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accounts for the purpose of carrying out the duties of the Servicer hereunder. The Servicer at all times shall maintain accurate records reflecting each transaction in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accounts." (b) Section 4.02(cother reasonable costs associated therewith) of issuances of Additional Senior Subordinated Notes in an aggregate principal amount not to exceed $200,000,000 during the Agreement is amended and restated to read in its entirety term of this Agreement, so long as follows: (c) Administration of Trust Property and the Investor Accounts. Except as otherwise provided in a relevant Series Supplement, any funds on deposit in any Investor Account for more than one Business Day shall at all times be invested in Permitted Investments at the written direction of the Seller or its agent, subject to the restrictions set forth below. The Trustee shall hold or maintain all property of the Trust, including all Permitted Investments, such that the Trustee at all times has a first-priority perfected security interest in such property. Any Permitted Investment with a stated maturity shall mature on or immediately prior to the next Distribution Date related date of the Company's receipt of such net cash proceeds upon any issuance of Additional Senior Subordinated Notes (1) no Default or Event of Default has occurred and is continuing, (2) the Company has delivered an officer's certificate of the Company to the earliest Due Period (or Administrative Agent certifying that such other date as the Rating Agencies shall permit) in which Collections invested in such Permitted Investment were received. Withdrawals from the Collections Account pursuant to any applicable Series Supplement net cash proceeds shall be deemed used solely to be made from Collections in the order in which such Collections were deposited in the Collections Account. On each applicable Distribution Date, all interest and earnings (less investment expenses) on funds on deposit in any Investor Account, if any, shall be deposited by the Trustee in the Collections Account. For purposes of determining the availability of funds finance a Permitted Acquisition or the balances in such Investor Accounts for any reason under this Agreement or any Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. If at any time any Investor Account shall be located at an institution that fails to meet the qualification requirements for an Eligible Institution or a Qualified Trust Institution, as applicable, the Trustee shall move or cause to be moved such Investor Account to an institution meeting the requisite qualifications requirements Permitted Acquisitions within ten Business Days 180 days of the date the Trustee becomes aware of such lack issuance, and (3) the Company and its Subsidiaries are in compliance, on a pro forma basis after giving effect to such incurrence of qualificationIndebtedness and such Permitted Acquisition or Permitted Acquisitions, with the covenants contained in Sections 8.09, 8.10, 8.11 and 8.12, and provided further, that (1) if all or any portion of the net cash proceeds upon any issuance of Additional Senior Subordinated Notes not required to be applied to the mandatory repayment of outstanding Term Loans pursuant to the preceding proviso are not used (or contractually committed to be used) to finance a Permitted Acquisition or Permitted Acquisitions within 180 days after such issuance of Additional Senior Subordinated Notes, such remaining portion shall be applied on the last day of such period as a mandatory repayment of outstanding Term Loans as provided above in this Section 4.02(A)(d) and (2) if all or any portion of such proceeds are not required to be applied on the 180th day referred to in clause (1) immediately above because such amount is contractually committed to be used, and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of outstanding Term Loans as provided in this Section 4.02(A)(d) .".

Amendments to Section 4. 02. -------------------------- (a) Section 4.02(a4(a) of the Merger Agreement is hereby amended and restated to read in its entirety to read as follows: : "The Closing shall be deemed to occur on July 2, 1998, subject to Parent's compliance with the next two sentences. On July 2, 1998, Parent shall (a) Establishment direct the Escrow Agent to pay the Deposit to MFS on July 3, 1998 and (b) give irrevocable instructions to pay to MFS in United States Dollars, in immediately available funds, $5,000,000 on July 3, 1998. On July 3, 1998, Parent shall deliver to MFS a promissory note (the "Promissory Note") in the form attached hereto as Exhibit 4a payable to MFS, or order, in the principal amount equal the excess of the Collections AccountEstimated Merger Consideration over $15,000,000, in addition, on July 6, 1998, but only following MFS' acknowledgment of receipt of the Group Collections Accounts and $5,000,000 payment contemplated by clause (b) of the Excess Funding Accounts. The Trusteepreceding sentence, for the benefit of Certificateholders, Parent shall cause caused to be established and maintained in filed the name certificate of merger necessary to effect the Trust either (i) non-interest bearing segregated trust accounts with the corporate trust department of an office or branch of a Qualified Trust Institution or (ii) non-interest bearing segregated deposit accounts or securities accounts with an Eligible Institution. One account shall be designated the "Collections Account," one account shall be designated the "Excess Funding Account (SRC)," one account shall be designated for each Group (each, a "Group Collections Account"), in each case marked to indicate clearly that the funds deposited therein and property credited thereto are held by the Trustee for the benefit of the Certificateholders. Subject to subsection (c) below, the Trust shall possess all right, title and interest in all property from time to time credited to and all funds from time to time on deposit in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and each Group Collections Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b), the Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accounts for the purpose of carrying out the duties of the Servicer hereunder. The Servicer at all times shall maintain accurate records reflecting each transaction in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections AccountsMerger." (b) Section 4.02(c4(b) of the Merger Agreement is hereby amended and restated to read in its entirety to read as follows: (c) Administration : "After the Closing, and within two business days after the determination of Trust Property the Adjusted Stockholder's Equity and the Investor Accounts. Except as otherwise provided Net Advance Adjustment pursuant to Section 3 which results in a relevant Series Supplementdetermination that the Merger Consideration is different from the Estimated Merger Consideration, any funds on deposit Parent shall execute and deliver to MFS, in any Investor Account exchange for more than one Business Day shall at all times be invested in Permitted Investments at the written direction MFS' delivery to Parent of the Seller original Promissory Note, a replacement Promissory Note in the form attached hereto as Exhibit 4a payable to MFS, or its agentorder, subject in the principal amount equal to the restrictions set forth below. The Trustee shall hold or maintain all property excess of the TrustMerger Consideration over (a) $15,000,000 plus (b) any prepayments or other principal payments made under the Note as of such date (from and after such replacement, including all Permitted Investments, "Promissory Note" being deemed to refer to such that the Trustee at all times has a first-priority perfected security interest in such property. Any Permitted Investment with a stated maturity shall mature on or prior replacement Promissory Note) and as to the next Distribution Date related to the earliest Due Period (or such other date as the Rating Agencies shall permit) in which Collections invested in such Permitted Investment were received. Withdrawals from the Collections Account pursuant to any applicable Series Supplement Parent shall be deemed to be have made from Collections a partial prepayment as of the date of such exchange in an amount equal to the order in which such Collections were deposited in sum of (x) the Collections Account. On each applicable Distribution Date, all interest and earnings (less investment expenses) on funds on deposit in any Investor Accountexcess, if any, shall be deposited by the Trustee in the Collections Account. For purposes of determining the availability of funds or the balances in such Investor Accounts for any reason under this Agreement or any Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. If at any time any Investor Account shall be located at an institution that fails to meet the qualification requirements for an Eligible Institution or a Qualified Trust Institution, as applicable, the Trustee shall move or cause to be moved such Investor Account to an institution meeting the requisite qualifications requirements within ten Business Days $1,000,000 over 1% of the Merger Consideration plus (y) an interest factor at the rate of 9% simple interest per annum on the amount determined pursuant to clause (x) from the Closing Date through but not including the date of the Trustee becomes aware of such lack of qualificationexchange."

Amendments to Section 4. 02. -------------------------- (a) Section 4.02(a4.2(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: (a) Establishment If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Collections Account, Net Cash Proceeds thereof shall be applied on the Group Collections Accounts date of such incurrence toward the prepayment of the Term Loans and the Excess Funding Accounts. The Trustee, for the benefit of Certificateholders, shall cause to be established and maintained in the name reduction of the Trust either Revolving Commitments as set forth in Section 4.2(g); provided that (i) non-interest bearing segregated trust accounts with to the corporate trust department extent that the Consolidated Leverage Ratio as of an office or branch the date of a Qualified Trust Institution incurrence of Indebtedness pursuant to clause (xv) or (iixviii) non-interest bearing segregated deposit accounts of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is greater than or securities accounts with an Eligible Institution. One account shall be designated the "Collections Account," one account shall be designated the "Excess Funding Account (SRC)," one account shall be designated for each Group (each, a "Group Collections Account")equal to 4.0 to 1.0 but less than 5.0 to 1.0, in each case marked after giving effect thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) to indicate clearly the extent that the funds deposited therein and property credited thereto are held by the Trustee for the benefit Consolidated Leverage Ratio as of the Certificateholders. Subject date of incurrence of Indebtedness pursuant to subsection clause (cxv) below, the Trust shall possess all right, title and interest in all property from time to time credited to and all funds from time to time on deposit in the Collections Account, the Excess Funding Account or (Generalxviii) of Section 8.2(a), calculated on a pro forma basis after giving effect to the Excess Funding Account incurrence of such Indebtedness (SRC) and each Group Collections Account and in all proceeds thereof. Pursuant any required repayments hereunder), is less than 4.0 to authority granted to it 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to Section 3.01(b), the Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accounts for the purpose of carrying out the duties of the Servicer hereunder. The Servicer at all times shall maintain accurate records reflecting each transaction in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accountsthis Section." (b) Section 4.02(c4.2(b) of the Credit Agreement is hereby amended by inserting the following provisional clause at the end of the last sentence thereof: "provided that to the extent that the Consolidated Leverage Ratio as of the date of such issuance or sale of Capital Stock, calculated on a pro forma basis after giving effect to the such issuance or sale (and restated any required repayments hereunder), is less than 4.5 to read in its entirety as follows:1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section." (c) Administration Section 4.2(c) of Trust Property the Credit Agreement is hereby amended to add the following at the end thereof: "or Additional Senior Unsecured Notes, provided, further, that in the case of a Disposition permitted by Section 8.5(l), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied toward the prepayment of the Term Loans and the Investor Accounts. Except reduction of the Revolving Commitments as otherwise provided set forth in Section 4.2(g) and the Borrower shall not be permitted to deliver a relevant Series Supplement, any funds on deposit in any Investor Account for more than one Business Day shall at all times be invested in Permitted Investments Reinvestment Notice with respect to such Disposition". (d) Section 4.2(d) of the Credit Agreement is hereby amended by adding the following provisional clause at the written direction end of the Seller or its agentfirst sentence thereof: ", subject provided that the amount of any prepayment of Term Loans and reduction of Revolving Commitments required pursuant to this Section 4.2(d) shall be reduced by the amount of any optional prepayments of Term Loans and optional prepayments of Revolving Loans and Swingline Loans to the restrictions set forth below. The Trustee shall hold or maintain all property extent accompanying permanent optional reductions of the TrustRevolving Commitments, including all Permitted Investments, such that the Trustee at all times has a first-priority perfected security interest in such property. Any Permitted Investment with a stated maturity shall mature on or prior each case to the next Distribution Date related to extent such prepayments are made during the earliest Due Period (or such other date as the Rating Agencies shall permit) in which Collections invested in such Permitted Investment were received. Withdrawals from the Collections Account pursuant to any applicable Series Supplement shall be deemed to be made from Collections in the order in which such Collections were deposited in the Collections Account. On each applicable Distribution Date, all interest and earnings (less investment expenses) on funds on deposit in any Investor Account, if any, shall be deposited by the Trustee in the Collections Account. For purposes of determining the availability of funds or the balances in such Investor Accounts for any reason under this Agreement or any Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. If at any time any Investor Account shall be located at an institution that fails to meet the qualification requirements for an Eligible Institution or a Qualified Trust Institution, as applicable, the Trustee shall move or cause to be moved such Investor Account to an institution meeting the requisite qualifications requirements within ten Business Days of the date the Trustee becomes aware of such lack of qualificationrelevant fiscal year."

Amendments to Section 4. 02. -------------------------- (a) Section 4.02(a4.11(a) of the Partnership Agreement is hereby amended and restated to read in its entirety as follows: (a) Establishment of the Collections Account, the Group Collections Accounts and the Excess Funding Accounts. The Trustee, for the benefit of Certificateholders, shall cause to be established and maintained in the name of the Trust either (i) non-interest bearing segregated trust accounts with On each Distribution Date occurring after the corporate trust department Second Capital Contribution Date, until the sum of an office or branch of a Qualified Trust Institution or (ii1) non-interest bearing segregated deposit accounts or securities accounts with an Eligible Institution. One account shall be designated the "Collections Account," one account shall be designated the "Excess Funding Account (SRC)," one account shall be designated for each Group (each, a "Group Collections Account"), in each case marked to indicate clearly that the funds deposited therein and property credited thereto are held by the Trustee for the benefit of the Certificateholders. Subject to subsection (c) below, the Trust shall possess all right, title and interest in all property from time to time credited to and all funds from time to time aggregate amount on deposit in the Collections AccountBase Reserve Debt Account (so long as the Loan Agreement is in effect) and the Base Reserve Equity Account and (2) the amount available to be drawn under the Base Reserve Letter of Credit, if any, shall be equal to the Base Reserve Amount, there shall be deposited in the Base Reserve Debt Account or, after the Loan Agreement is no longer in effect, the Excess Funding Base Reserve Equity Account (General), an amount equal to 23.7% of the Excess Funding Account (SRC) and Distributable Cash otherwise distributable to each Group Collections Account and in all proceeds thereof. Pursuant to authority granted to it Other Partner on such Distribution Date pursuant to Section 3.01(b4.3(b). (ii) In the event of (1) any withdrawal from the Base Reserve Debt Account (other than withdrawals of income or gain in excess of the Base Reserve Amount or transfers from the Base Reserve Debt Account to the Base Reserve Equity Account) or the Base Reserve Equity Account (other than withdrawals of income or gain in excess of the Base Reserve Amount) or (2) any drawing under the Base Reserve Letter of Credit, on each Distribution Date, until (A) the Base Reserve Debt Account or, after the Loan Agreement is no longer in effect, the Base Reserve Equity Account shall have been replenished by the amount of such withdrawal or (B) the stated amount of the Base Reserve Letter of Credit shall have been reinstated by the amount of such drawing, as the case may be, there shall be deposited in the Base Reserve Debt Account or, after the Loan Agreement is no longer in effect, the Base Reserve Equity Account an amount equal to 100% of the Distributable Cash otherwise distributable to each Partner on such Distribution Date pursuant to Sections 4.3(a), the Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Collections Account, the Excess Funding Account (General4.3(b), the Excess Funding Account (SRC) 4.13 and the Group Collections Accounts for the purpose of carrying out the duties of the Servicer hereunder. The Servicer at all times shall maintain accurate records reflecting each transaction in the Collections Account, the Excess Funding Account (General), the Excess Funding Account (SRC) and the Group Collections Accounts4.14." (b) Section 4.02(c4.11(b) of the Partnership Agreement is hereby amended by (i) changing the word "Quarterly" to "Measurement" the first time that it appears therein and restated (ii) deleting the phrase "a portion of the Distributable Cash otherwise distributable to read each Other Partner pursuant to Section 4.3(b) in its entirety as follows:respect of each of the third Distribution Date in such Quarterly Period and the first and second Distribution Dates in the immediately succeeding Quarterly Period" and inserting, in lieu thereof, the phrase "a portion of the Distributable Cash otherwise distributable to each Other Partner pursuant to Section 4.3(b) in respect of each of the three Distribution Dates immediately after the end of such Measurement Period". (c) Administration Section 4.11(c) of Trust Property the Partnership Agreement is hereby amended by inserting the word "Project" immediately before the words "Letters of Credit" each time that such words appear therein. (d) Section 4.11(d) of the Partnership Agreement is hereby amended by inserting after the reference to "Section 4.3(b)" therein, the words "and Section 4.13". (e) Section 4.11 of the Investor Accounts. Except as otherwise provided in a relevant Series SupplementPartnership Agreement is hereby amended by inserting the following new paragraphs (e), any funds on deposit in any Investor Account for more than one Business Day shall at all times be invested in Permitted Investments (f) and (g) at the written direction of the Seller or its agent, subject to the restrictions set forth below. The Trustee shall hold or maintain all property of the Trust, including all Permitted Investments, such that the Trustee at all times has a first-priority perfected security interest in such property. Any Permitted Investment with a stated maturity shall mature on or prior to the next Distribution Date related to the earliest Due Period (or such other date as the Rating Agencies shall permit) in which Collections invested in such Permitted Investment were received. Withdrawals from the Collections Account pursuant to any applicable Series Supplement shall be deemed to be made from Collections in the order in which such Collections were deposited in the Collections Account. On each applicable Distribution Date, all interest and earnings (less investment expenses) on funds on deposit in any Investor Account, if any, shall be deposited by the Trustee in the Collections Account. For purposes of determining the availability of funds or the balances in such Investor Accounts for any reason under this Agreement or any Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. If at any time any Investor Account shall be located at an institution that fails to meet the qualification requirements for an Eligible Institution or a Qualified Trust Institution, as applicable, the Trustee shall move or cause to be moved such Investor Account to an institution meeting the requisite qualifications requirements within ten Business Days of the date the Trustee becomes aware of such lack of qualification."end thereof: