VIOLATE IN ANY MATERIAL RESPECT ANY OTHER LAW OR REGULATION APPLICABLE TO IT.
7.10.
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS.
NO LOAN PARTY SHALL DIRECTLY
OR INDIRECTLY MAINTAIN OR ESTABLISH ANY DEPOSIT ACCOUNT OR SECURITIES ACCOUNT,
UNLESS AGENT, THE APPLICABLE LOAN PARTY OR LOAN PARTIES AND THE DEPOSITORY
INSTITUTION OR SECURITIES INTERMEDIARY AT WHICH THE ACCOUNT IS OR WILL BE
MAINTAINED ENTER INTO A DEPOSIT ACCOUNT CONTROL AGREEMENT OR SECURITIES ACCOUNT
CONTROL AGREEMENT, AS THE CASE MAY BE, IN FORM AND SUBSTANCE SATISFACTORY TO
AGENT (AN "ACCOUNT CONTROL AGREEMENT") (WHICH AGREEMENT SHALL PROVIDE, AMONG
OTHER THINGS, THAT (I) SUCH DEPOSITORY INSTITUTION OR SECURITIES INTERMEDIARY
HAS NO RIGHTS OF SETOFF OR RECOUPMENT OR ANY OTHER CLAIM AGAINST SUCH DEPOSIT OR
SECURITIES ACCOUNT (EXCEPT AS AGREED TO BY AGENT), OTHER THAN FOR PAYMENT OF ITS
SERVICE FEES AND OTHER CHARGES DIRECTLY RELATED TO THE ADMINISTRATION OF SUCH
ACCOUNT AND FOR RETURNED CHECKS OR OTHER ITEMS OF PAYMENT, AND (II) SUCH
DEPOSITORY INSTITUTION OR SECURITIES INTERMEDIARY SHALL COMPLY WITH ALL
INSTRUCTIONS OF AGENT WITHOUT FURTHER CONSENT OF SUCH LOAN PARTY OR LOAN
PARTIES, AS APPLICABLE, INCLUDING, WITHOUT LIMITATION, AN INSTRUCTION BY AGENT
TO COMPLY EXCLUSIVELY WITH INSTRUCTIONS OF THE AGENT WITH RESPECT TO SUCH
ACCOUNT (SUCH NOTICE, A "NOTICE OF EXCLUSIVE CONTROL")), PRIOR TO OR
CONCURRENTLY WITH THE ESTABLISHMENT OF SUCH DEPOSIT ACCOUNT OR SECURITIES
ACCOUNT (OR IN THE CASE OF ANY SUCH DEPOSIT ACCOUNT OR SECURITIES ACCOUNT
MAINTAINED AS OF THE DATE HEREOF, ON OR BEFORE THE CLOSING DATE.
AGENT MAY ONLY
GIVE A NOTICE OF EXCLUSIVE CONTROL WITH RESPECT TO ANY DEPOSIT ACCOUNT OR
SECURITIES ACCOUNT AT ANY TIME AT WHICH AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
AT THE REQUEST OF AGENT, BORROWER SHALL CREATE OR DESIGNATE A
DEDICATED DEPOSIT ACCOUNT OR ACCOUNTS TO BE USED EXCLUSIVELY FOR PAYROLL OR
WITHHOLDING TAX PURPOSES.
7.11.
AMENDMENTS TO OTHER AGREEMENTS.
NO LOAN PARTY SHALL AMEND, MODIFY OR
WAIVE ANY PROVISION OF (A) ANY MATERIAL AGREEMENT (UNLESS THE NET EFFECT OF SUCH
AMENDMENT, MODIFICATION OF WAIVER IS NOT ADVERSE TO ANY LOAN PARTY, AGENT OR
LENDERS), OR (B) ANY OF SUCH LOAN PARTY'S ORGANIZATIONAL DOCUMENTS, IN EACH
CASE, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND THE REQUISITE LENDERS.
8.
DEFAULT AND REMEDIES.
8.1.
EVENTS OF DEFAULT.
LOAN PARTIES SHALL BE IN DEFAULT UNDER THIS
AGREEMENT AND EACH OF THE OTHER DEBT DOCUMENTS IF (EACH OF THE FOLLOWING, AN
"EVENT OF DEFAULT"):
(A)
BORROWER SHALL FAIL TO PAY (I) ANY PRINCIPAL WHEN DUE, OR (II) ANY
INTEREST, FEES OR OTHER OBLIGATIONS (OTHER THAN AS SPECIFIED IN CLAUSE (I))
WITHIN A PERIOD OF 3 BUSINESS DAYS AFTER THE DUE DATE THEREOF (OTHER THAN ON ANY
APPLICABLE TERM LOAN MATURITY DATE);
(B)
ANY LOAN PARTY BREACHES ANY OF ITS OBLIGATIONS UNDER SECTION 6.1
(SOLELY AS IT RELATES TO MAINTAINING ITS EXISTENCE), SECTION 6.2, SECTION 6.3,
SECTION 6.4 OR ARTICLE 7;
(C)
ANY LOAN PARTY BREACHES ANY OF ITS OTHER OBLIGATIONS UNDER ANY OF
THE DEBT DOCUMENTS AND FAILS TO CURE SUCH BREACH WITHIN 30