FILINGS WITH THE PTO WITH RESPECT TO THE
SECURITY INTEREST CREATED HEREBY AND NO LATER THAN TEN (10) DAYS FOLLOWING THE
REQUEST OF THE COLLATERAL AGENT, FILE SUCH NECESSARY FILINGS WITH THE PTO, SUCH
FILINGS TO BE, IN FORM AND SUBSTANCE, ACCEPTABLE TO THE COLLATERAL AGENT.
(F)
SUCH BORROWER WILL NOT CHANGE ITS NAME OR JURISDICTION OF
INCORPORATION, OR ITS CORPORATE STRUCTURE, OR MERGE WITH OR INTO ANY OTHER
PERSON, OR BECOME DOMESTICATED UNDER THE LAWS OF ANY OTHER JURISDICTION WITHOUT
GIVING AT LEAST 10 DAYS PRIOR NOTICE TO THE COLLATERAL AGENT.
SECTION 7.
AS TO EQUIPMENT, INVENTORY AND TRADEMARKS.
EACH BORROWER
SHALL:
(A)
KEEP ITS EQUIPMENT AND INVENTORY (OTHER THAN ITS INVENTORY SOLD IN
THE ORDINARY COURSE OF BUSINESS) AT THE PLACES THEREFOR SPECIFIED IN SCHEDULE I
HERETO OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE COLLATERAL AGENT, AT SUCH
OTHER PLACES IN JURISDICTIONS WHERE ALL ACTION REQUIRED BY SECTION 6 SHALL HAVE
BEEN TAKEN WITH RESPECT TO ITS EQUIPMENT AND INVENTORY;
(B)
PERMIT THE COLLATERAL AGENT OR ANY AGENT THEREOF TO HAVE ACCESS TO ITS
INVENTORY AND EQUIPMENT FOR PURPOSES OF INSPECTION DURING NORMAL BUSINESS HOURS
AND UPON REASONABLE NOTICE TO SUCH BORROWER;
10
(C)
PROMPTLY NOTIFY THE COLLATERAL AGENT IN WRITING OF ANY MATERIAL LOSS
OR DAMAGE TO ITS INVENTORY OR EQUIPMENT;
(D)
EXCEPT FOR COLLATERAL SECURING A PURCHASE-MONEY OBLIGATION INCURRED IN
COMPLIANCE WITH §9-103 OF THE UCC, NOT PERMIT ITS EQUIPMENT TO BECOME A PART OF
OR TO BE AFFIXED TO ANY REAL PROPERTY OF ANY PERSON; AND
(E)
ADVISE THE COLLATERAL AGENT OF ALL ITS TRADEMARKS, PATENTS AND
COPYRIGHTS OR APPLICATIONS FOR OR REGISTRATION OF THE SAME, CREATED OR OBTAINED
BY SUCH BORROWER ON OR AFTER THE DATE OF THIS SECURITY AGREEMENT.
SECTION 8.
INSURANCE.
(A)
EACH POLICY FOR LIABILITY AND PROPERTY DAMAGE INSURANCE SHALL
WITHIN 30 DAYS FOLLOWING THE INITIAL CLOSING PROVIDE FOR ALL LOSSES TO BE PAID
ON BEHALF OF A SENIOR LENDER, THE COLLATERAL AGENT AND THE BORROWERS AS THEIR
RESPECTIVE INTERESTS MAY APPEAR.
EACH SUCH POLICY SHALL IN ADDITION: (1) NAME
THE COLLATERAL AGENT AS INSURED PARTY THEREUNDER (WITHOUT ANY REPRESENTATION OR
WARRANTY BY OR OBLIGATION UPON THE COLLATERAL AGENT) AS ITS INTERESTS MAY
APPEAR; AND (2) PROVIDE THAT AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF
AMENDMENT TO OR LAPSE AND AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF
CANCELLATION SHALL BE GIVEN TO THE COLLATERAL AGENT BY THE INSURER.
EACH
BORROWER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE EACH POLICY TO
CONTAIN THE AGREEMENT BY THE INSURER THAT ANY LOSS THEREUNDER SHALL BE PAYABLE
TO THE COLLATERAL AGENT WHOSE RIGHTS WITH RESPECT TO ANY LOSS THEREUNDER SHALL
BE UNAFFECTED BY ANY ACTION, INACTION OR BREACH OF REPRESENTATION AND WARRANTY
BY SUCH BORROWER.
EACH BORROWER SHALL, IF SO REQUESTED BY THE COLLATERAL AGENT,
DELIVER TO THE COLLATERAL AGENT ORIGINAL OR DUPLICATE POLICIES OF SUCH INSURANCE
AND, AS OFTEN AS THE COLLATERAL AGENT MAY REQUEST, A REPORT OF A REPUTABLE
INSURANCE BROKER WITH RESPECT TO SUCH INSURANCE.