FIRST PRIORITY PERFECTED LIEN.
TO THE EXTENT ANY PERSON
REMITS PAYMENTS TO AN INCORRECT LOCK BOX OR OTHERWISE MAKES PAYMENTS NOT IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.11 OR AN APPLICABLE LOAN
PARTY'S PAYMENT DIRECTION, SUCH LOAN PARTY SHALL CONTACT SUCH PERSON AND USE ITS
COMMERCIALLY REASONABLE EFFORTS TO REDIRECT PAYMENT FROM SUCH PERSON IN
ACCORDANCE WITH THE TERMS HEREOF.
THE LOAN PARTIES SHALL DEPOSIT PROMPTLY, AND
IN ANY EVENT NO LATER THAN THE FIRST BUSINESS DAY AFTER THE DATE OF RECEIPT
THEREOF, ALL CASH, CHECKS, DRAFTS OR OTHER SIMILAR ITEMS OF PAYMENT RELATING TO
OR CONSTITUTING PAYMENTS MADE OR RECEIVED IN RESPECT OF ANY COLLATERAL THAT
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HAVE NOT BEEN DELIVERED TO A LOCK BOX (WITHOUT IMPLYING THAT SUCH IS PERMITTED
UNDER THE CREDIT AGREEMENT) INTO THE CONCENTRATION ACCOUNT OR ANY OTHER
CONTROLLED DEPOSIT ACCOUNT IN WHICH THE ADMINISTRATIVE AGENT HAS A FIRST
PRIORITY PERFECTED LIEN.
ALL FUNDS DEPOSITED INTO CONTROLLED DEPOSIT ACCOUNTS
(OTHER THAN THE CONCENTRATION ACCOUNT OR THE DISBURSEMENT ACCOUNT) SHALL BE
TRANSFERRED ON EACH BUSINESS DAY TO THE CONCENTRATION ACCOUNT.
SO LONG AS ANY
LOANS REMAIN OUTSTANDING, THE LOAN PARTIES SHALL NOT ACCUMULATE OR MAINTAIN CASH
IN EXCLUDED ACCOUNTS FOR
TEN (10) CONSECUTIVE DAYS (OR IF AN EVENT OF DEFAULT
EXISTS, AT ANY DATE OF DETERMINATION) IN EXCESS OF CHECKS OUTSTANDING AGAINST
SUCH ACCOUNTS AS OF THAT DATE, PLUS AMOUNTS NECESSARY TO MEET MINIMUM BALANCE
REQUIREMENTS FOR SUCH ACCOUNTS.
(C)
UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT, EACH
CONTROL AGREEMENT SHALL PROVIDE, AMONG OTHER THINGS, THAT THE FINANCIAL
INSTITUTION AT WHICH THE RELATED CONTROLLED DEPOSIT ACCOUNT AND/OR LOCK BOX IS
MAINTAINED AGREES TO FORWARD (A) ALL AMOUNTS IN EACH CONTROLLED DEPOSIT ACCOUNT
(OTHER THAN THE CONCENTRATION ACCOUNT AND DISBURSEMENT ACCOUNTS) TO THE
CONCENTRATION ACCOUNT ON EACH BUSINESS DAY, (B) ALL AMOUNTS IN THE CONCENTRATION
ACCOUNT TO THE COLLECTION ACCOUNT ON EACH BUSINESS DAY DURING ANY CASH DOMINION
PERIOD (PROVIDED THAT IF THE CONTROL AGREEMENT FOR THE CONCENTRATION ACCOUNT
DOES NOT EXPRESSLY PROVIDE FOR A MECHANISM TO FROM TIME TO TIME TERMINATE A CASH
DOMINION PERIOD AND THEREAFTER, RESUME ANOTHER CASH DOMINION PERIOD, THEN THE
ADMINISTRATIVE AGENT SHALL NOT BE OBLIGATED TO (AND SHALL NOT BE LIABLE FOR
FAILING TO) TERMINATE A CASH DOMINION PERIOD), (C) UPON RECEIPT OF NOTICE FROM
THE ADMINISTRATIVE AGENT (WHICH MAY BE GIVEN IF AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING) ALL AMOUNTS IN THE DISBURSEMENT ACCOUNTS TO THE COLLECTION
ACCOUNT AND (D) SHALL BE IN A FORM SUFFICIENT TO GRANT TO THE ADMINISTRATIVE
AGENT A FIRST PRIORITY PERFECTED LIEN (EXCEPT AS SET FORTH IN SUCH CONTROL
AGREEMENT) IN THE RELATED CONTROLLED DISBURSEMENT ACCOUNT.
(D)
THE LOCK BOXES AND CONTROLLED DEPOSIT ACCOUNTS SHALL BE CASH
COLLATERAL ACCOUNTS, WITH ALL CASH, CHECKS AND OTHER SIMILAR ITEMS OF PAYMENT
DEPOSITED THEREIN SECURING PAYMENT OF THE LOANS AND ALL OTHER OBLIGATIONS, AND
IN WHICH THE LOAN PARTIES SHALL HAVE GRANTED A LIEN TO THE ADMINISTRATIVE AGENT,
ON BEHALF OF ITSELF AND THE OTHER SECURED PARTIES.
(E)
ALL AMOUNTS TRANSFERRED TO