AND PROCESS ALL MAIL
ADDRESSED TO THE SUCH GRANTOR AND DEPOSITED THEREIN. ALL AMOUNTS RECEIVED IN AN
AGENT ACCOUNT SHALL BE DEEMED RECEIVED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH SECTION 7.1 OF THE CREDIT AGREEMENT AND APPLIED TO OBLIGATIONS. IN NO EVENT
SHALL ANY AMOUNT BE APPLIED UNLESS AND UNTIL SUCH AMOUNT SHALL HAVE BEEN
CREDITED IN IMMEDIATELY AVAILABLE FUNDS TO AN AGENT ACCOUNT.
5.10
OTHER MATTERS.
(A)
ON OR PRIOR TO THE CLOSING DATE, EACH OF THE GRANTORS SHALL CAUSE
TO BE DELIVERED TO THE ADMINISTRATIVE AGENT A COLLATERAL ACCESS AGREEMENT WITH
RESPECT TO EACH BAILEE WITH WHICH SUCH GRANTOR KEEPS INVENTORY OR OTHER ASSETS
AS OF THE CLOSING DATE WITH A VALUE IN EXCESS OF $500,000. IF ANY GRANTOR SHALL
CAUSE TO BE DELIVERED INVENTORY OR OTHER PROPERTY IN EXCESS OF $500,000 IN VALUE
TO ANY BAILEE AFTER THE CLOSING DATE, SUCH GRANTOR SHALL USE REASONABLE EFFORTS
TO CAUSE SUCH BAILEE TO SIGN A COLLATERAL ACCESS AGREEMENT. SUCH REQUIREMENT MAY
BE WAIVED AT THE OPTION OF THE ADMINISTRATIVE AGENT. FOR PURPOSES OF THIS
SECTION 5.10(A), "VALUE" OF INVENTORY AND OTHER PROPERTY SHALL MEAN THE VALUE
ASSIGNED BY THE RELEVANT GRANTOR TO SUCH ITEMS FOR PURPOSES OF REPORTING TO SUCH
GRANTOR'S INSURERS THE VALUE WITH RESPECT TO THE APPLICABLE LOCATION.
(B)
EACH GRANTOR AUTHORIZES THE ADMINISTRATIVE AGENT TO, AT ANY TIME
AND FROM TIME TO TIME, FILE FINANCING STATEMENTS, CONTINUATION STATEMENTS, AND
AMENDMENTS THERETO THAT DESCRIBE THE COLLATERAL AS "ALL ASSETS" OF EACH GRANTOR,
OR WORDS OF SIMILAR EFFECT, AND WHICH CONTAIN ANY OTHER INFORMATION REQUIRED
PURSUANT TO THE UCC FOR THE SUFFICIENCY OF FILING OFFICE ACCEPTANCE OF ANY
FINANCING STATEMENT, CONTINUATION STATEMENT, OR AMENDMENT, AND EACH GRANTOR
AGREES TO FURNISH ANY SUCH INFORMATION TO THE ADMINISTRATIVE AGENT PROMPTLY UPON
REQUEST. ANY SUCH FINANCING STATEMENT, CONTINUATION STATEMENT, OR AMENDMENT MAY
BE SIGNED BY THE ADMINISTRATIVE AGENT ON BEHALF OF ANY GRANTOR AND MAY BE FILED
AT ANY TIME IN ANY JURISDICTION.
(C)
EACH GRANTOR SHALL, AT ANY TIME AND FROM TIME AND TO TIME, TAKE
SUCH STEPS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST FOR THE
ADMINISTRATIVE AGENT (I) TO OBTAIN AN ACKNOWLEDGEMENT, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, OF ANY BAILEE HAVING
POSSESSION OF ANY OF THE COLLATERAL, STATING THAT THE BAILEE HOLDS SUCH
COLLATERAL FOR THE ADMINISTRATIVE AGENT, (II) TO OBTAIN "CONTROL" OF ANY
LETTER-OF-CREDIT RIGHTS, OR ELECTRONIC CHATTEL PAPER (AS SUCH TERMS ARE DEFINED
BY THE UCC WITH CORRESPONDING PROVISIONS THEREOF DEFINING WHAT CONSTITUTES
"CONTROL" FOR SUCH ITEMS OF COLLATERAL), WITH ANY AGREEMENTS ESTABLISHING
CONTROL TO BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE
14
AGENT, AND (III) OTHERWISE TO INSURE THE CONTINUED PERFECTION AND PRIORITY OF
THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN ANY OF THE COLLATERAL AND OF THE
PRESERVATION OF ITS RIGHTS THEREIN. IF ANY GRANTOR SHALL AT ANY TIME, ACQUIRE A
"COMMERCIAL TORT CLAIM" (AS SUCH TERM IS DEFINED IN THE UCC) IN EXCESS OF
$500,000, SUCH GRANTOR SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT THEREOF