BORROWER SHALL NOT REMOVE SUCH RECORDS FROM THE PLACE OR
PLACES SET FORTH ON SCHEDULE 9.5(A), NOR SHALL BORROWER KEEP ANY OF SUCH RECORDS
AT ANY OTHER LOCATIONS UNLESS (I) BORROWER GIVES BANK AT LEAST 10 DAYS' WRITTEN
NOTICE THEREOF AND OF THE NEW LOCATION, AND (II) THE NEW LOCATION IS WITHIN THE
CONTINENTAL UNITED STATES OF AMERICA.
BORROWER SHALL GIVE BANK AT LEAST 10
DAYS' PRIOR WRITTEN NOTICE OF BORROWER'S OPENING OF ANY NEW OFFICE OR PLACE OF
BUSINESS, AND ANY SUCH OFFICE OR PLACE OF BUSINESS SHALL BE WITHIN THE
CONTINENTAL UNITED STATES OF AMERICA.
(B)
BORROWER IS AND SHALL REMAIN THE OWNER OF ALL
REAL ESTATE ON WHICH ANY OF THE LOCATIONS DESCRIBED IN SUBPARAGRAPH (A) NEXT
ABOVE ARE LOCATED; OR IF NOT, EXCEPT AS OTHERWISE AGREED TO BY BANK, BORROWER
HAS HERETOFORE OBTAINED FROM EACH OWNER OF SAID REAL ESTATE A WRITTEN WAIVER OR
SUBORDINATION (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BANK) OF ANY
LANDLORD'S LIEN OR OTHER LIEN SAID OWNER MIGHT HAVE WITH RESPECT TO THE
COLLATERAL, AND BORROWER HAS DELIVERED THE SAME TO BANK.
(C)
UPON REQUEST OF BANK, BORROWER SHALL PROMPTLY
DELIVER TO BANK THE CERTIFICATES OF TITLE FOR ANY MOTOR VEHICLES NOW OR
HEREAFTER INCLUDED IN THE COLLATERAL THAT ARE SUBJECT TO THE TITLE LAWS OF ANY
STATE OF THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION AND SHALL JOIN
WITH BANK IN EXECUTING ANY APPLICATIONS AND OTHER DOCUMENTS AND TAKING ANY OTHER
ACTIONS NECESSARY OR DESIRABLE IN BANK'S OPINION TO PERFECT BANK'S LIEN IN SUCH
VEHICLES.
BANK MAY RETAIN POSSESSION OF SUCH CERTIFICATES OF TITLE UNTIL
PAYMENT IN FULL OF ALL THE OBLIGATIONS AND/OR UNTIL BANK'S LIEN IS TERMINATED.
(D)
BANK MAY CORRECT ANY AND ALL PATENT ERRORS IN
THIS AGREEMENT OR ANY FINANCING STATEMENTS OR OTHER DOCUMENTS EXECUTED IN
CONNECTION HEREWITH.
50
(E)
BORROWER SHALL FURNISH TO BANK FROM TIME TO
TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL
AND SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS BANK MAY REQUEST,
ALL IN REASONABLE DETAIL.
(F)
BORROWER SHALL KEEP AND MAINTAIN AT ITS OWN
COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF THE COLLATERAL, INCLUDING
WITHOUT LIMITATION, A RECORD OF ALL PAYMENTS RECEIVED AND ALL CREDITS GRANTED
WITH RESPECT TO THE COLLATERAL AND ALL OTHER DEALINGS WITH THE COLLATERAL.
UPON
REQUEST OF BANK, BORROWER SHALL MAKE PROPER ENTRIES IN ITS BOOKS DISCLOSING THE
ASSIGNMENT OF THE COLLATERAL TO BANK, AND BORROWER SHALL SEGREGATE ITS RECORDS
CONCERNING THE COLLATERAL AND MARK THE COLLATERAL WITH BANK'S NAME OR IN SUCH
OTHER MANNER AS SHALL BE SATISFACTORY TO BANK.
AFTER THE OCCURRENCE OF AND
DURING THE CONTINUANCE OF ANY DEFAULT, BORROWER SHALL DELIVER AND TURN OVER TO
BANK ANY SUCH RECORDS AT ANY TIME ON DEMAND OF BANK.
(G)
BORROWER SHALL OBTAIN A WAIVER OF ANY LIEN
CLAIMS OR RIGHTS THAT ANY OWNERS OR MORTGAGEES OF ANY REAL ESTATE (OR OF ANY
POSSESSORY INTEREST THEREIN) ON WHICH THE COLLATERAL, OR ANY PART THEREOF, IS
NOW OR HEREAFTER