PROPERTY IF THE LANDLORD
THEREOF MAINTAINS SUCH INSURANCE.
BORROWERS ALSO SHALL MAINTAIN BUSINESS
INTERRUPTION, AND PUBLIC LIABILITY INSURANCE, AS WELL AS INSURANCE AGAINST
LARCENY, EMBEZZLEMENT, AND CRIMINAL MISAPPROPRIATION.
ALL SUCH POLICIES OF
INSURANCE SHALL BE IN SUCH AMOUNTS AND WITH SUCH INSURANCE COMPANIES (OR WITH
RESPECT TO HEALTH INSURANCE AND WORKERS COMPENSATION INSURANCE, SELF INSURANCE
PROGRAMS) AS ARE REASONABLY SATISFACTORY TO AGENT.
BORROWERS SHALL DELIVER
COPIES OF ALL SUCH POLICIES TO AGENT WITH AN ENDORSEMENT NAMING THE AGENT AS THE
SOLE (OTHER THAN THE SENIOR COLLATERAL AGENT) LOSS PAYEE (UNDER A SATISFACTORY
LENDER'S LOSS PAYABLE ENDORSEMENT) OR ADDITIONAL INSURED, AS APPROPRIATE.
EACH
POLICY 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, OR OTHERWISE ACCEPTABLE TO
THE AGENT.
(B)
ADMINISTRATIVE BORROWER SHALL GIVE AGENT PROMPT NOTICE OF ANY
PROPERTY OR CASUALTY LOSS IN A DOLLAR EQUIVALENT AMOUNT EXCEEDING $500,000
COVERED BY SUCH INSURANCE.
SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BORROWERS OR WFF FOREIGN BORROWERS SHALL HAVE THE EXCLUSIVE RIGHT TO
ADJUST ANY LOSSES PAYABLE UNDER ANY SUCH INSURANCE POLICIES WHICH ARE IN A
DOLLAR EQUIVALENT AMOUNT LESS THAN $1,000,000.
FOLLOWING THE OCCURRENCE AND
DURING THE CONTINUATION OF AN EVENT OF DEFAULT, OR IN THE CASE OF ANY LOSSES
PAYABLE UNDER SUCH INSURANCE IN A DOLLAR EQUIVALENT AMOUNT EXCEEDING $1,000,000,
33
AGENT SHALL HAVE THE EXCLUSIVE RIGHT, SUBJECT TO THE TERMS OF THE INTERCREDITOR
AGREEMENT, TO ADJUST ANY LOSSES PAYABLE UNDER ANY SUCH 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 OF A
BORROWER MENTIONED ABOVE (OTHER THAN LIABILITY INSURANCE POLICIES) OR AS PAYMENT
OF ANY AWARD OR COMPENSATION FOR CONDEMNATION OR TAKING BY EMINENT DOMAIN, SHALL
BE PAID OVER TO AGENT, SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, TO
BE APPLIED TO THE PREPAYMENT OF THE OBLIGATIONS IN ACCORDANCE WITH SECTION 2.4
OR TO BE DISBURSED TO ADMINISTRATIVE BORROWER FOR APPLICATION TO THE COST OF
REPAIRS, REPLACEMENTS, RESTORATIONS OR ACQUISITIONS IN ACCORDANCE WITH
SECTION 2.4.
5.8.
LOCATION OF INVENTORY AND EQUIPMENT.
(A)
KEEP LOAN PARTIES' INVENTORY AND EQUIPMENT (OTHER THAN VEHICLES AND
EQUIPMENT OUT FOR REPAIR AND ITEMS IN TRANSIT) ONLY AT THE LOCATIONS IDENTIFIED
ON SCHEDULE 4.5 OR LOCATIONS (I) NOT IN EXISTENCE ON THE CLOSING DATE AND NOT
THEN REQUIRED TO BE DISCLOSED PURSUANT TO THE FOLLOWING PROVISO, OR (II) AT
WHICH THERE ARE NOT MORE THAN 100 SEATS AND AT WHICH THE AGGREGATE BOOK VALUE OF
ALL ASSETS AT SUCH LOCATION DOES NOT EXCEED $750,000; PROVIDED, HOWEVER, THAT
ADMINISTRATIVE BORROWER MAY AMEND SCHEDULE 4.5 (IT BEING UNDERSTOOD THAT THE
ADMINISTRATIVE BORROWER SHALL, TO THE EXTENT NECESSARY, UPDATE SUCH SCHEDULE AS
PART OF THE QUARTERLY COMPLIANCE CERTIFICATE FOR THE SECOND FISCAL QUARTER OF
EACH FISCAL YEAR, AS PART OF THE ANNUAL COMPLIANCE CERTIFICATE AND UPON THE
REQUEST