BY COMPANIES OF ESTABLISHED REPUTE
ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR
LOCATIONS AND (II) CONSIDERED ADEQUATE BY HOLDINGS AND THE PARENT BORROWER AND
(B) ALL INSURANCE AS MAY BE REQUIRED BY LAW.
EACH LOAN PARTY SHALL, AND SHALL
CAUSE EACH OF ITS SUBSIDIARIES TO, (A) CAUSE ALL SUCH PROPERTY AND PROPERTY
CASUALTY INSURANCE POLICIES TO BE ENDORSED OR OTHERWISE AMENDED TO INCLUDE A
LENDER'S LOSS PAYABLE ENDORSEMENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT; (B) DELIVER ORIGINAL OR CERTIFIED COPIES OF ALL
SUCH POLICIES OR A CERTIFICATE OF AN INSURANCE BROKER TO THE ADMINISTRATIVE
AGENT; (C) CAUSE EACH SUCH POLICY TO PROVIDE THAT IT SHALL NOT BE CANCELED,
MODIFIED OR NOT RENEWED UPON LESS THAN 30 DAYS' PRIOR WRITTEN NOTICE (OR 10
DAYS' PRIOR WRITTEN NOTICE IN THE CASE OF ANY FAILURE TO PAY ANY PREMIUM DUE
THEREUNDER) THEREOF BY THE INSURER TO THE ADMINISTRATIVE AGENT; AND (D) DELIVER
TO THE ADMINISTRATIVE AGENT, PRIOR TO THE CANCELATION, MODIFICATION OR
NONRENEWAL OF ANY SUCH POLICY OF INSURANCE, A COPY OF A RENEWAL OR REPLACEMENT
POLICY (OR OTHER EVIDENCE OF RENEWAL OF A POLICY PREVIOUSLY DELIVERED TO THE
ADMINISTRATIVE AGENT), OR INSURANCE CERTIFICATE WITH RESPECT THERETO, TOGETHER
WITH EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT OF PAYMENT OF
THE PREMIUM THEREFOR.
THE PARENT BORROWER WILL FURNISH TO THE LENDERS, UPON
REQUEST OF THE ADMINISTRATIVE AGENT, INFORMATION IN REASONABLE DETAIL AS TO THE
INSURANCE SO MAINTAINED.
NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS
SECTION 5.09 SHALL NOT APPLY TO CARADON LEBANON INC.
SECTION 5.10.
DEPOSITORY BANKS.
THE PARENT BORROWER AND EACH SUBSIDIARY WILL
MAINTAIN THE ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., ROYAL BANK OF CANADA
OR SUCH OTHER BANK OR BANKS THAT ARE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, AS ITS PRINCIPAL DEPOSITORY BANK, INCLUDING FOR THE
MAINTENANCE OF OPERATING, ADMINISTRATIVE, CASH MANAGEMENT, COLLECTION ACTIVITY,
AND
90
OTHER DEPOSIT ACCOUNTS FOR THE CONDUCT OF ITS BUSINESS.
SECTION 5.11.
ADDITIONAL COLLATERAL; FURTHER ASSURANCES.
(A)
TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH SUBSIDIARY LOAN PARTY SHALL
CAUSE EACH OF ITS SUBSIDIARIES FORMED OR ACQUIRED AFTER THE DATE OF THIS
AGREEMENT TO BECOME A LOAN PARTY BY EXECUTING THE JOINDER AGREEMENT SET FORTH AS
EXHIBIT E HERETO (THE "JOINDER AGREEMENT").
UPON EXECUTION AND DELIVERY
THEREOF, EACH SUCH PERSON (I) SHALL AUTOMATICALLY BECOME A U.S. LOAN GUARANTOR
OR A FOREIGN LOAN GUARANTOR, AS APPLICABLE, HEREUNDER AND THEREUPON SHALL HAVE
ALL OF THE RIGHTS, BENEFITS, DUTIES, AND OBLIGATIONS IN SUCH CAPACITY UNDER THE
LOAN DOCUMENTS AND (II) WILL GRANT, BY EXECUTING THE APPLICABLE COLLATERAL
DOCUMENTS (OR SUPPLEMENTS THERETO), LIENS TO THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS, IN ANY PROPERTY OF SUCH
LOAN PARTY THAT CONSTITUTES COLLATERAL, INCLUDING ANY PARCEL OF REAL PROPERTY
OWNED BY SUCH LOAN PARTY HAVING A FAIR MARKET VALUE IN EXCESS OF $500,000.
(B)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, HOLDINGS, THE PARENT BORROWER
AND EACH DOMESTIC SUBSIDIARY LOAN PARTY WILL CAUSE