SUCH POLICY SHALL IN ADDITION (A) NAME THE
COLLATERAL AGENT AS AN ADDITIONAL INSURED PARTY THEREUNDER (WITHOUT ANY
REPRESENTATION OR WARRANTY BY OR OBLIGATION UPON THE COLLATERAL AGENT) AS THEIR
INTERESTS MAY APPEAR, (B) CONTAIN AN AGREEMENT BY THE INSURER THAT ANY LOSS
THEREUNDER SHALL BE PAYABLE TO THE COLLATERAL AGENT ON ITS OWN ACCOUNT
NOTWITHSTANDING ANY ACTION, INACTION OR BREACH OF REPRESENTATION OR WARRANTY BY
SUCH GRANTOR, (C) PROVIDE THAT THERE SHALL BE NO RECOURSE AGAINST THE COLLATERAL
AGENT FOR PAYMENT OF PREMIUMS OR OTHER AMOUNTS WITH RESPECT THERETO, AND
(D) PROVIDE THAT AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE OF CANCELLATION, LAPSE,
EXPIRATION OR OTHER ADVERSE CHANGE SHALL BE GIVEN TO THE COLLATERAL AGENT BY THE
INSURER.
SUCH
GRANTOR WILL, 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 REASONABLY REQUEST, A REPORT OF A REPUTABLE INSURANCE
BROKER WITH RESPECT TO SUCH INSURANCE.
SUCH GRANTOR WILL ALSO, AT THE REQUEST
OF THE COLLATERAL AGENT, EXECUTE AND DELIVER INSTRUMENTS OF ASSIGNMENT OF SUCH
INSURANCE POLICIES AND CAUSE THE RESPECTIVE INSURERS TO ACKNOWLEDGE NOTICE OF
SUCH ASSIGNMENT.
(II)
REIMBURSEMENT UNDER ANY LIABILITY INSURANCE MAINTAINED BY A
GRANTOR PURSUANT TO THIS SECTION 5(E) MAY BE PAID DIRECTLY TO THE PERSON WHO
SHALL HAVE INCURRED LIABILITY COVERED BY SUCH INSURANCE.
IN THE CASE OF ANY
LOSS INVOLVING DAMAGE TO EQUIPMENT OR INVENTORY, ANY PROCEEDS OF INSURANCE
MAINTAINED BY A GRANTOR PURSUANT TO THIS SECTION 5(E) SHALL BE PAID TO THE
COLLATERAL AGENT (EXCEPT AS TO WHICH PARAGRAPH (III) OF THIS SECTION 5(E) IS NOT
APPLICABLE), SUCH GRANTOR WILL 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 GRANTOR PURSUANT TO THIS SECTION 5(E) SHALL BE PAID BY THE
COLLATERAL AGENT TO SUCH GRANTOR AS REIMBURSEMENT FOR THE COSTS OF SUCH REPAIRS
OR REPLACEMENTS.
(III)
ALL INSURANCE PAYMENTS IN RESPECT OF SUCH EQUIPMENT OR INVENTORY
SHALL BE PAID TO THE COLLATERAL AGENT AND APPLIED AS SPECIFIED IN
SECTION 7(B) HEREOF.
(F)
PROVISIONS CONCERNING THE ACCOUNTS AND THE LICENSES.
(I)
EACH GRANTOR WILL (A) GIVE THE COLLATERAL AGENT AT LEAST 30 DAYS'
PRIOR WRITTEN NOTICE OF ANY CHANGE IN SUCH GRANTOR'S NAME, IDENTITY OR
ORGANIZATIONAL STRUCTURE, (B) MAINTAIN ITS JURISDICTION OF INCORPORATION AS SET
FORTH IN SECTION 4(B) HERETO, (C) IMMEDIATELY NOTIFY THE COLLATERAL AGENT UPON
OBTAINING AN ORGANIZATIONAL IDENTIFICATION NUMBER, IF ON THE DATE HEREOF SUCH
GRANTOR DID NOT HAVE SUCH IDENTIFICATION NUMBER, AND (D) KEEP ADEQUATE RECORDS
CONCERNING THE ACCOUNTS AND CHATTEL PAPER AND PERMIT REPRESENTATIVES OF THE
COLLATERAL AGENT DURING NORMAL BUSINESS HOURS ON REASONABLE NOTICE TO SUCH
GRANTOR, TO INSPECT AND MAKE ABSTRACTS FROM SUCH RECORDS AND CHATTEL PAPER.
(II)
EACH GRANTOR WILL, EXCEPT AS OTHERWISE PROVIDED IN THIS
SUBSECTION (F), CONTINUE TO COLLECT, AT ITS OWN EXPENSE, ALL AMOUNTS DUE OR TO
BECOME DUE UNDER THE ACCOUNTS.
IN CONNECTION WITH SUCH COLLECTIONS, SUCH
GRANTOR