TO THE LENDER,
WHICH PROVIDE THAT: (I) ALL PROCEEDS THEREUNDER WITH RESPECT TO ANY COLLATERAL
SHALL BE PAYABLE TO THE LENDER; (II) NO SUCH INSURANCE SHALL BE AFFECTED BY ANY
ACT OR NEGLECT OF THE INSURED OR OWNER OF THE PROPERTY DESCRIBED IN SUCH POLICY;
AND (III) THAT THE INSURER WILL ENDEAVOR TO PROVIDE AT LEAST THIRTY DAYS PRIOR
WRITTEN NOTICE TO THE LENDER THAT ANY SUCH POLICY AND LOSS PAYABLE OR MORTGAGEE
CLAUSES MAY BE CANCELED, AMENDED OR TERMINATED; PROVIDED, THAT, IN THE EVENT
THAT ANY INSURER FAILS TO GIVE SUCH THIRTY DAYS PRIOR WRITTEN NOTICE, THE
BORROWER SHALL BE REQUIRED TO GIVE SUCH NOTICE..
(B)
ALL PREMIUMS ON SUCH INSURANCE SHALL BE PAID WHEN DUE BY THE
GRANTOR, AND COPIES OF THE POLICIES DELIVERED TO THE LENDER PROMPTLY UPON
LENDER'S REQUEST.
IF THE GRANTOR FAILS TO OBTAIN ANY INSURANCE AS REQUIRED BY
THIS SECTION, THE LENDER MAY OBTAIN SUCH INSURANCE AT THE GRANTOR'S EXPENSE.
BY
PURCHASING SUCH INSURANCE, THE LENDER SHALL NOT BE DEEMED TO HAVE WAIVED ANY
DEFAULT ARISING FROM THE GRANTOR'S FAILURE TO MAINTAIN SUCH INSURANCE OR PAY ANY
PREMIUMS THEREFOR.
4.13.
COLLATERAL ACCESS AGREEMENTS.
THE GRANTOR SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN A COLLATERAL ACCESS AGREEMENT, FROM THE LESSOR OF
EACH LEASED PROPERTY, MORTGAGEE OF OWNED PROPERTY OR BAILEE OR CONSIGNEE WITH
RESPECT TO ANY WAREHOUSE, PROCESSOR OR CONVERTER FACILITY OR OTHER LOCATION
WHERE COLLATERAL IS STORED OR LOCATED, WHICH AGREEMENT OR LETTER SHALL PROVIDE
ACCESS RIGHTS, CONTAIN A WAIVER OR SUBORDINATION OF ALL LIENS OR CLAIMS THAT THE
LANDLORD, MORTGAGEE, BAILEE OR CONSIGNEE MAY ASSERT AGAINST THE COLLATERAL AT
THAT LOCATION, AND SHALL OTHERWISE BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE LENDER. WITH RESPECT TO SUCH LOCATIONS OR WAREHOUSE SPACE
LEASED AS OF THE EFFECTIVE DATE AND THEREAFTER, IF THE LENDER HAS NOT RECEIVED A
COLLATERAL ACCESS AGREEMENT AS OF THE EFFECTIVE DATE (OR, IF LATER, AS OF THE
DATE SUCH LOCATION IS ACQUIRED OR LEASED), GRANTOR'S ELIGIBLE INVENTORY AT THAT
LOCATION SHALL BE EXCLUDED FROM THE BORROWING BASE.
AFTER THE EFFECTIVE DATE,
NO REAL PROPERTY OR WAREHOUSE SPACE SHALL BE LEASED BY THE GRANTOR AND NO
INVENTORY SHALL BE SHIPPED TO A PROCESSOR OR CONVERTER UNDER ARRANGEMENTS
ESTABLISHED AFTER THE EFFECTIVE DATE,
UNLESS AND UNTIL A SATISFACTORY
COLLATERAL ACCESS AGREEMENT SHALL FIRST HAVE BEEN OBTAINED WITH RESPECT TO SUCH
LOCATION AND IF IT
14
HAS NOT BEEN OBTAINED, GRANTOR'S ELIGIBLE INVENTORY AT THAT LOCATION SHALL BE
EXCLUDED FROM THE BORROWING BASE.
THE GRANTOR SHALL TIMELY AND FULLY PAY AND
PERFORM ITS OBLIGATIONS UNDER ALL LEASES AND OTHER AGREEMENTS WITH RESPECT TO
EACH LEASED LOCATION OR THIRD PARTY WAREHOUSE WHERE ANY COLLATERAL IS OR MAY BE
LOCATED.
4.14.
DEPOSIT ACCOUNT CONTROL AGREEMENTS.
THE GRANTOR WILL PROVIDE TO
THE LENDER UPON THE LENDER'S REQUEST, A DEPOSIT ACCOUNT CONTROL AGREEMENT DULY
EXECUTED ON BEHALF OF EACH FINANCIAL INSTITUTION HOLDING A DEPOSIT ACCOUNT OF
THE GRANTOR AS SET FORTH IN THE SECURITY AGREEMENT.
4.15.
CHANGE OF NAME OR LOCATION; CHANGE OF FISCAL YEAR.