FURTHER, EACH BORROWER SHALL,
AT THE REQUEST OF THE COLLATERAL AGENT, DULY EXECUTE AND DELIVER INSTRUMENTS OF
ASSIGNMENT OF SUCH INSURANCE POLICIES TO COMPLY WITH THE REQUIREMENTS OF
SECTION 6 AND CAUSE THE RESPECTIVE INSURERS TO ACKNOWLEDGE NOTICE OF SUCH
ASSIGNMENT.
(B)
REIMBURSEMENT UNDER ANY LIABILITY INSURANCE MAINTAINED BY A BORROWER
PURSUANT TO THIS SECTION 8 MAY BE PAID DIRECTLY TO THE PERSON WHO SHALL HAVE
INCURRED LIABILITY COVERED BY SUCH INSURANCE.
IN CASE OF ANY LOSS INVOLVING
DAMAGE TO A BORROWER'S EQUIPMENT OR INVENTORY WHEN SUBSECTION (C) OF THIS
SECTION 8 IS NOT APPLICABLE, SUCH BORROWER SHALL MAKE OR CAUSE TO BE MADE THE
NECESSARY REPAIRS TO OR REPLACEMENTS OF SUCH EQUIPMENT OR INVENTORY, AND ANY
PROCEEDS OF INSURANCE MAINTAINED BY SUCH BORROWER PURSUANT TO THIS SECTION 8
SHALL BE PAID TO SUCH BORROWER AS REIMBURSEMENT FOR THE COSTS OF SUCH REPAIRS OR
REPLACEMENTS.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF
DEFAULT (AS DEFINED IN THE NOTE PURCHASE AGREEMENT), SUBJECT TO
SECTION 11(B) HEREOF, ALL INSURANCE PAYMENTS IN RESPECT OF SUCH EQUIPMENT OR
INVENTORY SHALL BE PAID TO THE COLLATERAL AGENT AND APPLIED TO PAYMENT OF THE
AMOUNTS DUE UNDER THE SECURED OBLIGATIONS.
SECTION 9.
AS TO ACCOUNTS RECEIVABLE.
(A)
EACH BORROWER SHALL KEEP ITS PRINCIPAL PLACE OF BUSINESS AND CHIEF
EXECUTIVE OFFICE AND THE OFFICE WHERE IT KEEPS ITS
11
RECORDS CONCERNING ITS ACCOUNTS RECEIVABLE, AT THE LOCATION THEREFOR SPECIFIED
IN SCHEDULE I HERETO OR, UPON THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE
COLLATERAL AGENT, AT SUCH OTHER LOCATIONS IN A JURISDICTION WHERE ALL ACTION
REQUIRED BY SECTION 6 SHALL HAVE BEEN TAKEN WITH RESPECT TO ITS ACCOUNTS
RECEIVABLE.
EACH BORROWER WILL HOLD AND PRESERVE SUCH RECORDS AND WILL PERMIT
REPRESENTATIVES OF THE COLLATERAL AGENT TO INSPECT AND MAKE ABSTRACTS FROM SUCH
RECORDS UPON REASONABLE NOTICE TO SUCH BORROWER AND DURING NORMAL BUSINESS
HOURS.
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SUBSECTION (B), EACH BORROWER
SHALL CONTINUE TO COLLECT, AT ITS OWN EXPENSE, ALL AMOUNTS DUE OR TO BECOME DUE
TO SUCH BORROWER UNDER ITS ACCOUNTS RECEIVABLE.
IN CONNECTION WITH SUCH
COLLECTIONS, EACH BORROWER MAY TAKE SUCH ACTION AS SUCH BORROWER MAY DEEM
NECESSARY OR ADVISABLE TO ENFORCE COLLECTION OF ITS ACCOUNTS RECEIVABLE;
PROVIDED, HOWEVER, THAT, SUBJECT TO THE RIGHTS OF THE SENIOR LENDERS,
THE
COLLATERAL AGENT SHALL HAVE THE RIGHT AT ANY TIME, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UPON WRITTEN NOTICE TO SUCH
BORROWER OF ITS INTENTION TO DO SO, TO NOTIFY THE ACCOUNT DEBTORS OR OBLIGORS
UNDER ANY OF SUCH BORROWER'S ACCOUNTS RECEIVABLE OF THE ASSIGNMENT OF SUCH
ACCOUNTS RECEIVABLE TO THE COLLATERAL AGENT AND TO DIRECT SUCH ACCOUNT DEBTORS
OR OBLIGORS TO MAKE PAYMENT OF ALL AMOUNTS DUE OR TO BECOME DUE TO SUCH BORROWER
THEREUNDER DIRECTLY TO THE COLLATERAL AGENT AND, UPON SUCH NOTIFICATION AND AT
THE EXPENSE OF SUCH BORROWER, TO ENFORCE COLLECTION OF ANY SUCH ACCOUNTS
RECEIVABLE, AND TO ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT THEREOF,