IN SUCH JURISDICTION OF A
FIRST-PRIORITY MORTGAGE ON SUCH REAL PROPERTY EXCEPT WITH RESPECT TO PERMITTED
LIENS);
83
(D)
DELIVER TO THE ADMINISTRATIVE AGENT LANDLORD WAIVERS FOR ANY
ADDITIONAL LOCATIONS WHERE THE BOOKS AND RECORDS OF THE LOAN PARTIES ARE
LOCATED;
(E)
PROMPTLY UPON THE REQUEST BY THE ADMINISTRATIVE AGENT, TAKE
ALL OTHER ACTIONS NECESSARY OR ADVISABLE TO ENSURE THE VALIDITY OR CONTINUING
VALIDITY OF ANY GUARANTY FOR ANY OBLIGATION OR ANY LIEN SECURING ANY OBLIGATION,
TO PERFECT, MAINTAIN, EVIDENCE OR ENFORCE ANY LIEN SECURING ANY OBLIGATION OR TO
ENSURE SUCH LIENS HAVE THE SAME PRIORITY AS THAT OF THE LIENS ON SIMILAR
COLLATERAL SET FORTH IN THE LOAN DOCUMENTS EXECUTED ON THE CLOSING DATE (OR FOR
COLLATERAL LOCATED OUTSIDE THE UNITED STATES, A SIMILAR PRIORITY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT, AND WITH RESPECT TO INTELLECTUAL PROPERTY REGISTERED
OUTSIDE THE UNITED STATES, ANY FILING WHICH IS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT), INCLUDING THE FILING OF UCC FINANCING STATEMENTS IN SUCH
JURISDICTIONS AS MAY BE REQUIRED BY THE LOAN DOCUMENTS OR APPLICABLE
REQUIREMENTS OF LAW OR AS THE ADMINISTRATIVE AGENT MAY OTHERWISE REASONABLY
REQUEST; AND
(F)
IF REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, DELIVER
TO THE ADMINISTRATIVE AGENT CUSTOMARY LEGAL OPINIONS RELATING TO THE MATTERS
DESCRIBED IN THIS SECTION 7.10, WHICH OPINIONS SHALL BE IN FORM AND SUBSTANCE
AND FROM COUNSEL REASONABLY SATISFACTORY TO, THE ADMINISTRATIVE AGENT.
SECTION 7.11
CONTROLLED DEPOSIT ACCOUNTS AND CONTROLLED SECURITIES
ACCOUNTS.
NO LATER THAN THIRTY DAYS AFTER THE CLOSING DATE, OR SUCH LATER DATE
TO WHICH THE ADMINISTRATIVE AGENT MAY AGREE IN WRITING, THE LOAN PARTIES SHALL
HAVE ESTABLISHED AND THEREAFTER MAINTAIN THE CASH MANAGEMENT SYSTEM DESCRIBED
BELOW:
(A)
EACH LOAN PARTY SHALL DEPOSIT ALL OF ITS CASH IN DEPOSIT
ACCOUNTS THAT ARE CONTROLLED DEPOSIT ACCOUNTS, EXCEPT FOR (I) ACCOUNTS IN WHICH
THE AGGREGATE OUTSTANDING VALUE OF CASH AND CASH EQUIVALENTS DOES NOT EXCEED
$250,000 AT ANY TIME AND (II) ZERO-BALANCE ACCOUNTS MAINTAINED BY THE LOAN
PARTIES FOR THE PURPOSE OF MANAGING LOCAL DISBURSEMENTS AND MAY MAINTAIN
PAYROLL, WITHHOLDING TAX AND OTHER FIDUCIARY ACCOUNTS (COLLECTIVELY, THE
"EXCLUDED ACCOUNTS").
EACH LOAN PARTY SHALL DEPOSIT ALL OF ITS CASH EQUIVALENTS
IN SECURITIES ACCOUNTS THAT ARE CONTROLLED SECURITIES ACCOUNTS.
EACH LOAN PARTY
SHALL ESTABLISH AND MAINTAIN ONE OR MORE LOCK BOXES (EACH, A "LOCK BOX") WITH AN
ASSOCIATED CONTROLLED DEPOSIT ACCOUNT AND SHALL DIRECT THEIR RESPECTIVE ACCOUNT
DEBTORS TO MAKE PAYMENTS ON ALL ACCOUNTS INTO SUCH LOCK BOXES FOR DEPOSIT INTO
SUCH CONTROLLED DEPOSIT ACCOUNTS. THE BORROWER SHALL ESTABLISH AND MAINTAIN ONE
CONTROLLED DEPOSIT ACCOUNT INTO WHICH ALL DEPOSITS IN OTHER CONTROLLED DEPOSIT
ACCOUNTS ARE WIRED ON A DAILY BASIS (THE "CONCENTRATION ACCOUNT").
THE BORROWER
SHALL MAINTAIN, IN ITS NAME, A CONTROLLED DEPOSIT ACCOUNT (A "DISBURSEMENT
ACCOUNT") INTO WHICH THE ADMINISTRATIVE AGENT SHALL, FROM TIME TO TIME, DEPOSIT
PROCEEDS OF REVOLVING LOANS MADE TO SUCH BORROWER PURSUANT TO THIS AGREEMENT.
(B)
EACH LOAN PARTY SHALL NOTIFY ALL ACCOUNT DEBTORS TO MAKE
PAYMENTS TO LOCK BOXES SUBJECT TO CONTROL AGREEMENTS IN WHICH THE ADMINISTRATIVE
AGENT IS GRANTED A