calculation is not made in accordance with this Agreement or does not
accurately reflect the Availability Reserve.
8.2
Administration of Accounts.
8.2.1
RECORDS AND SCHEDULES OF ACCOUNTS.
EACH OBLIGOR SHALL KEEP
ACCURATE AND COMPLETE RECORDS OF ITS ACCOUNTS, INCLUDING ALL PAYMENTS AND
COLLECTIONS THEREON, AND SHALL
63
SUBMIT TO AGENT SALES, COLLECTION, RECONCILIATION AND OTHER REPORTS IN FORM
REASONABLY SATISFACTORY TO AGENT, ON SUCH PERIODIC BASIS AS AGENT MAY REASONABLY
REQUEST (BUT IN NO MORE THAN MONTHLY UNLESS AN EVENT OF DEFAULT EXISTS).
EACH
OBLIGOR SHALL ALSO PROVIDE TO AGENT, ON OR BEFORE THE 18TH DAY OF EACH MONTH, A
DETAILED AGED TRIAL BALANCE OF ALL OF ITS ACCOUNTS AS OF THE END OF THE
PRECEDING MONTH, SPECIFYING EACH ACCOUNT'S ACCOUNT DEBTOR NAME, ADDRESS AND
AMOUNT.
IF BORROWER AGENT BECOMES AWARE THAT ANY OF THE FORTY LARGEST ACCOUNT
DEBTORS (OR ANY CONTROLLING AFFILIATE OF SUCH ACCOUNT DEBTOR) OBLIGATED UNDER
ANY ELIGIBLE ACCOUNT (AS DETERMINED BY REFERENCE TO THE MOST RECENT BORROWING
BASE CERTIFICATE DELIVERED PURSUANT TO SECTION 8.1) COMMENCES AN INSOLVENCY
PROCEEDING (OR THE CONTROLLING AFFILIATE THEREOF IN THE CASE OF AN ACCOUNT
DEBTOR THAT IS A SUBSIDIARY), BORROWER AGENT SHALL NOTIFY AGENT OF SUCH
OCCURRENCE PROMPTLY (AND IN ANY EVENT WITHIN TWO BUSINESS DAYS) AFTER BORROWER
AGENT HAS KNOWLEDGE THEREOF.
8.2.2
TAXES.
IF AN ACCOUNT OF ANY OBLIGOR INCLUDES A CHARGE FOR ANY
TAXES, AGENT IS AUTHORIZED, IN ITS DISCRETION, TO PAY THE AMOUNT THEREOF TO THE
PROPER TAXING AUTHORITY FOR THE ACCOUNT OF SUCH OBLIGOR AND TO CHARGE OBLIGORS
THEREFOR; PROVIDED, HOWEVER, THAT NEITHER AGENT NOR LENDERS SHALL BE LIABLE FOR
ANY TAXES THAT MAY BE DUE FROM OBLIGORS OR WITH RESPECT TO ANY COLLATERAL.
8.2.3
ACCOUNT VERIFICATION.
DURING ANY TRIGGER PERIOD, AGENT SHALL HAVE
THE RIGHT AT ANY TIME, IN THE NAME OF AGENT, ANY DESIGNEE OF AGENT OR ANY
OBLIGOR, TO VERIFY THE VALIDITY, AMOUNT OR ANY OTHER MATTER RELATING TO ANY
ACCOUNTS OF OBLIGORS BY MAIL, TELEPHONE OR OTHERWISE.
OBLIGORS SHALL COOPERATE
FULLY WITH AGENT IN AN EFFORT TO FACILITATE AND PROMPTLY CONCLUDE ANY SUCH
VERIFICATION PROCESS.
AGENT SHALL ENDEAVOR TO GIVE BORROWER AGENT PRIOR NOTICE
OF AGENT'S INTENTION TO CONDUCT SUCH VERIFICATIONS BY TELEPHONE; PROVIDED THAT
THE FAILURE BY AGENT TO GIVE SUCH NOTICE SHALL NOT LIMIT THE RIGHT OF AGENT TO
CONDUCT SUCH VERIFICATIONS.
8.2.4
MAINTENANCE OF DOMINION ACCOUNT.
EACH BORROWER HEREBY AGREES THAT
DURING ANY TRIGGER PERIOD EACH LOCKBOX CASH COLLATERAL ACCOUNT AND EACH PROCEEDS
CASH COLLATERAL ACCOUNT SHALL AUTOMATICALLY BE DEEMED A DOMINION ACCOUNT.
NEITHER AGENT NOR LENDERS ASSUME ANY RESPONSIBILITY TO OBLIGORS FOR ANY LOCKBOX
ARRANGEMENT OR DOMINION ACCOUNT, INCLUDING ANY CLAIM OF ACCORD AND SATISFACTION
OR RELEASE WITH RESPECT TO ANY PAYMENT ITEMS ACCEPTED BY ANY BANK.
8.2.5
PROCEEDS OF COLLATERAL.
OBLIGORS SHALL REQUEST IN WRITING AND
OTHERWISE TAKE ALL NECESSARY STEPS TO ENSURE THAT ALL PAYMENTS ON ACCOUNTS
CONSTITUTING COLLATERAL OR OTHERWISE RELATING TO COLLATERAL ARE MADE DIRECTLY TO
A LOCKBOX CASH COLLATERAL ACCOUNT OR A PROCEEDS CASH COLLATERAL ACCOUNT.
IF ANY
OBLIGOR OR SUBSIDIARY RECEIVES CASH