COMPANIES AS ARE REASONABLY SATISFACTORY TO AGENT. OTHER THAN BUSINESS
INTERRUPTION INSURANCE POLICIES, BORROWERS SHALL DELIVER OR HAS DELIVERED
CERTIFICATES OF INSURANCE EVIDENCING ALL REQUIRED COVERAGES TO AGENT WITH AN
ENDORSEMENT NAMING AGENT AS LOSS PAYEE (UNDER A SATISFACTORY LENDER'S LOSS
PAYABLE ENDORSEMENT) OR ADDITIONAL INSURED, AS APPROPRIATE. EACH CERTIFICATE OF
INSURANCE OR ENDORSEMENT SHALL CONTAIN A CLAUSE REQUIRING THE INSURER TO GIVE
NOT LESS THAN 30 DAYS' PRIOR WRITTEN NOTICE TO AGENT IN THE EVENT OF
CANCELLATION OF THE POLICY FOR ANY REASON WHATSOEVER.
(B)
ADMINISTRATIVE BORROWER SHALL GIVE AGENT PROMPT NOTICE OF ANY LOSS
OF THE COLLATERAL EXCEEDING $100,000 COVERED BY SUCH INSURANCE. BORROWERS SHALL
HAVE THE EXCLUSIVE RIGHT TO ADJUST ANY SUCH LOSSES PAYABLE UNDER ANY SUCH
INSURANCE POLICIES WHICH ARE LESS THAN $100,000. IN THE CASE OF ANY LOSSES OF
THE COLLATERAL PAYABLE UNDER SUCH INSURANCE EXCEEDING $100,000, TO THE EXTENT
PERMITTED UNDER SUCH INSURANCE POLICIES, AGENT SHALL HAVE THE EXCLUSIVE RIGHT TO
ADJUST ANY LOSSES PAYABLE UNDER ANY SUCH INSURANCE POLICIES (OTHER THAN BUSINESS
INTERRUPTION INSURANCE POLICIES), WITHOUT ANY LIABILITY TO BORROWERS WHATSOEVER
IN RESPECT OF SUCH ADJUSTMENTS. ANY MONIES RECEIVED AS PAYMENT FOR ANY LOSS
UNDER ANY INSURANCE POLICY MENTIONED ABOVE (OTHER THAN LIABILITY OR BUSINESS
INTERRUPTION INSURANCE POLICIES) OR AS PAYMENT OF ANY AWARD OR COMPENSATION FOR
CONDEMNATION OR TAKING BY EMINENT DOMAIN OF COLLATERAL, SHALL BE PAID OVER TO
AGENT AND APPLIED AS PROVIDED IN SECTION 2.4(D)(II).
5.9
LOCATION OF INVENTORY AND EQUIPMENT. KEEP THE INVENTORY AND
EQUIPMENT ONLY AT THE LOCATIONS IDENTIFIED ON SCHEDULE 4.5 OR IN TRANSIT FROM
ONE SUCH LOCATION TO ANOTHER; PROVIDED, HOWEVER, THAT ADMINISTRATIVE BORROWER
MAY AMEND SCHEDULE 4.5 SO LONG AS SUCH AMENDMENT OCCURS BY WRITTEN NOTICE TO
AGENT NOT LESS THAN 30 DAYS PRIOR TO THE DATE ON WHICH SUCH INVENTORY OR
EQUIPMENT IS MOVED TO SUCH NEW LOCATION, SO LONG AS SUCH NEW LOCATION IS WITHIN
THE ORIGINAL COUNTRY OF ORIGIN (I.E. CONTINENTAL UNITED STATES, FRANCE, UNITED
KINGDOM OR JAPAN), AND SO LONG AS, AT THE TIME OF SUCH WRITTEN NOTIFICATION, IF
SUCH LOCATION IS NOT OWNED BY A BORROWER, THE APPLICABLE BORROWER PROVIDES AGENT
A COLLATERAL ACCESS AGREEMENT WITH RESPECT THERETO.
5.10
COMPLIANCE WITH LAWS. COMPLY WITH THE REQUIREMENTS OF ALL
APPLICABLE LAWS, RULES, REGULATIONS, AND ORDERS OF ANY GOVERNMENTAL AUTHORITY,
OTHER THAN LAWS, RULES, REGULATIONS,
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AND ORDERS THE NON-COMPLIANCE WITH WHICH, INDIVIDUALLY OR IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
5.11
LEASES. PAY, OR CAUSE TO BE PAID, WHEN DUE ALL RENTS AND OTHER
AMOUNTS PAYABLE UNDER ANY MATERIAL LEASES TO WHICH ANY BORROWER OR ANY
SUBSIDIARY OF A BORROWER IS A PARTY OR BY WHICH ANY BORROWER'S OR ANY OF ITS
SUBSIDIARIES' PROPERTIES AND ASSETS ARE BOUND.
5.12
EXISTENCE. AT ALL TIMES PRESERVE AND KEEP IN FULL FORCE AND EFFECT
EACH BORROWER'S AND EACH OF ITS SUBSIDIARIES' VALID EXISTENCE AND GOOD STANDING
AND ANY RIGHTS AND FRANCHISES, IN EACH CASE, MATERIAL TO THE BORROWERS'
BUSINESSES TAKEN AS A WHOLE.
5.13
ENVIRONMENTAL.