by
Section 10.2.5(e) or Section 10.2.5(f)), including the execution of a Deposit
Account Control Agreement with respect to such Account.
Each Obligor shall be
the sole account holder of each such Deposit Account and shall not allow any
other Person (other than Agent or such financial institution where such Deposit
Account is located) to have control over such Deposit Account or any Property
deposited therein.
Each Obligor shall promptly notify Agent of any opening or
closing of a Deposit Account and, with the consent of Agent, will amend
Schedule 8.4 to the Disclosure Letter to reflect same.
8.5
General Provisions.
8.5.1
LOCATION OF COLLATERAL.
ALL TANGIBLE ITEMS OF COLLATERAL, OTHER
THAN INVENTORY IN TRANSIT, SHALL AT ALL TIMES BE KEPT BY OBLIGORS AT THE
BUSINESS LOCATIONS SET FORTH IN SCHEDULE 8.5.1 TO THE DISCLOSURE LETTER, EXCEPT
THAT OBLIGORS MAY (A) MAKE SALES OR OTHER DISPOSITIONS OF COLLATERAL IN
ACCORDANCE WITH SECTION 10.2.5; AND (B) MOVE COLLATERAL TO ANOTHER LOCATION IN
THE UNITED STATES OR CANADA.
BORROWER AGENT SHALL PROVIDE TO AGENT AT THE END
OF
65
EACH FISCAL MONTH OR AT SUCH OTHER TIME AS REQUESTED BY AGENT A LIST OF ANY
LOCATIONS TO WHICH TANGIBLE ITEMS OF COLLATERAL HAVING A BOOK VALUE IN EXCESS OF
$5,000,000, WITH RESPECT TO COLLATERAL LOCATED IN THE UNITED STATES, OR
$100,000, WITH RESPECT TO COLLATERAL LOCATED IN CANADA,
HAVE BEEN MOVED TO THE
EXTENT SUCH LOCATIONS ARE NOT LISTED ON SCHEDULE 8.5.1 TO THE DISCLOSURE LETTER
OR HAVE NOT BEEN PREVIOUSLY NOTIFIED TO AGENT PURSUANT TO THIS SECTION 8.5.1.
8.5.2
INSURANCE OF COLLATERAL; CONDEMNATION PROCEEDS.
A.
EACH OBLIGOR SHALL MAINTAIN INSURANCE WITH RESPECT TO THE
COLLATERAL, COVERING CASUALTY, HAZARD, THEFT, MALICIOUS MISCHIEF, FLOOD AND
OTHER RISKS, IN AMOUNTS, WITH ENDORSEMENTS AND WITH INSURERS (WITH A BEST RATING
OF AT LEAST A7, UNLESS OTHERWISE APPROVED BY AGENT) REASONABLY SATISFACTORY TO
AGENT (AND AGENT AGREES THAT INSURANCE IN EFFECT ON THE CLOSING DATE IS
SATISFACTORY).
ALL PROCEEDS WITH RESPECT TO THE COLLATERAL UNDER EACH POLICY
SHALL BE PAYABLE TO AGENT TO BE APPLIED AS SET FORTH IN CLAUSE (B) BELOW.
FROM
TIME TO TIME UPON REQUEST, OBLIGORS SHALL DELIVER TO AGENT THE ORIGINALS OR
CERTIFIED COPIES OF ITS INSURANCE POLICIES.
UNLESS AGENT SHALL AGREE OTHERWISE,
EACH POLICY SHALL INCLUDE SATISFACTORY ENDORSEMENTS (I) SHOWING AGENT AS
ADDITIONAL INSURED OR LOSS PAYEE, AS APPLICABLE; (II) REQUIRING 30 DAYS PRIOR
WRITTEN NOTICE TO AGENT IN THE EVENT OF CANCELLATION OF THE POLICY FOR ANY
REASON WHATSOEVER; AND (III) SPECIFYING THAT THE INTEREST OF AGENT SHALL NOT BE
IMPAIRED OR INVALIDATED BY ANY ACT OR NEGLECT OF ANY OBLIGOR OR THE OWNER OF THE
PROPERTY, NOR BY THE OCCUPATION OF THE PREMISES FOR PURPOSES MORE HAZARDOUS THAN
ARE PERMITTED BY THE POLICY.
IF ANY OBLIGOR FAILS TO PROVIDE AND PAY FOR ANY
INSURANCE, AGENT MAY, AT ITS OPTION, BUT SHALL NOT BE REQUIRED TO, PROCURE THE
INSURANCE AND CHARGE OBLIGORS THEREFOR.
EACH OBLIGOR AGREES TO DELIVER TO
AGENT, PROMPTLY AS RENDERED, COPIES OF ALL REPORTS MADE TO INSURANCE