CLOSING DATE (OR, IF LATER, AS OF THE DATE SUCH
LOCATION IS ACQUIRED, LEASED OR COLLATERAL STORED OR LOCATED), THE ELIGIBLE
INVENTORY AT THAT LOCATION SHALL, IN AGENT'S REASONABLE DISCRETION, BE SUBJECT
TO SUCH RESERVES AS MAY BE ESTABLISHED BY AGENT IN ITS REASONABLE CREDIT
JUDGMENT.
4.7.
FURTHER ASSURANCES.
(A)
EACH CREDIT PARTY SHALL, FROM TIME TO TIME,
EXECUTE SUCH GUARANTIES, FINANCING STATEMENTS, DOCUMENTS, SECURITY AGREEMENTS
AND REPORTS AS AGENT OR REQUISITE LENDERS AT ANY TIME MAY REASONABLY REQUEST TO
EVIDENCE, PERFECT OR OTHERWISE IMPLEMENT THE GUARANTIES AND SECURITY FOR
REPAYMENT OF THE OBLIGATIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
(B)
IN THE EVENT ANY CREDIT PARTY ACQUIRES A FEE
OWNERSHIP INTEREST IN REAL PROPERTY AFTER THE CLOSING DATE, SUCH CREDIT PARTY
SHALL, UPON REQUEST OF AGENT, DELIVER TO AGENT A FULLY EXECUTED MORTGAGE OR DEED
OF TRUST OVER SUCH REAL PROPERTY IN FORM AND SUBSTANCE SATISFACTORY TO AGENT,
TOGETHER WITH SUCH TITLE INSURANCE POLICIES, SURVEYS, APPRAISALS, EVIDENCE OF
INSURANCE, LEGAL OPINIONS, ENVIRONMENTAL ASSESSMENTS AND OTHER DOCUMENTS AND
CERTIFICATES AS SHALL BE REASONABLY REQUIRED BY AGENT.
(C)
AFTER THE DATE HEREOF, EACH CREDIT PARTY
SHALL (I) CAUSE EACH PERSON, UPON ITS BECOMING A SUBSIDIARY OF SUCH CREDIT PARTY
(PROVIDED THAT THIS SHALL NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE
LENDERS TO ANY TRANSACTION NOT EXPRESSLY PERMITTED BY THE TERMS OF THIS
AGREEMENT), PROMPTLY TO GUARANTY THE OBLIGATIONS AND TO GRANT TO AGENT, FOR THE
BENEFIT OF AGENT AND LENDERS, A SECURITY INTEREST IN THE REAL, PERSONAL AND
MIXED PROPERTY OF SUCH SUBSIDIARY TO SECURE THE OBLIGATIONS AND (II) PLEDGE, OR
CAUSE TO BE PLEDGED, TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, ALL OF THE
STOCK OF SUCH SUBSIDIARY, OTHER THAN EXCLUDED FOREIGN SUBSIDIARIES. THE
DOCUMENTATION FOR SUCH GUARANTY, SECURITY AND PLEDGE SHALL BE SUBSTANTIALLY
SIMILAR TO THE LOAN DOCUMENTS EXECUTED CONCURRENTLY HEREWITH WITH SUCH
MODIFICATIONS AS ARE REASONABLY REQUESTED BY AGENT.
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4.8.
PAYMENT OF TAXES. EACH CREDIT PARTY SHALL
TIMELY PAY AND DISCHARGE (OR CAUSE TO BE PAID AND DISCHARGED) ALL MATERIAL
TAXES, ASSESSMENTS AND GOVERNMENTAL AND OTHER CHARGES OR LEVIES IMPOSED UPON IT
OR UPON ITS INCOME OR PROFITS, OR UPON PROPERTY BELONGING TO IT; PROVIDED THAT
SUCH CREDIT PARTY SHALL NOT BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE
OR LEVY THAT IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS OR
OTHER APPROPRIATE ACTIONS DILIGENTLY CONDUCTED AND FOR WHICH THE AFFECTED CREDIT
PARTY SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO
IN CONFORMANCE WITH GAAP AND DEEMED APPROPRIATE BY SUCH CREDIT PARTY AND ITS
INDEPENDENT PUBLIC ACCOUNTANTS.
4.9.
CASH MANAGEMENT SYSTEMS. BORROWER SHALL, AND
SHALL CAUSE EACH OTHER CREDIT PARTY TO, ENTER INTO CONTROL AGREEMENTS PROVIDING
FOR FULL CASH DOMINION WITH RESPECT TO EACH U.S. DEPOSIT ACCOUNT MAINTAINED BY
BORROWER OR ANY SUBSIDIARY OF BORROWER AS OF OR AFTER THE CLOSING DATE (OTHER
THAN (A) ANY PAYROLL ACCOUNT SO LONG AS SUCH PAYROLL ACCOUNT EITHER (I) IS A
ZERO BALANCE ACCOUNT OR (II) DOES NOT CONTAIN