THE COLLATERAL,
WHEREVER LOCATED, IS COVERED BY THIS AGREEMENT.
DEBTORS WILL NOT PERMIT ANY
TANGIBLE COLLATERAL OR ANY RECORDS PERTAINING TO COLLATERAL TO BE LOCATED IN ANY
STATE OR AREA IN WHICH, IN THE EVENT OF SUCH LOCATION, A FINANCING STATEMENT
COVERING SUCH COLLATERAL WOULD BE REQUIRED TO BE, BUT HAS NOT IN FACT BEEN,
FILED IN ORDER TO PERFECT THE SECURITY INTERESTS.
NEITHER DEBTOR WILL CHANGE
ITS NAME OR THE LOCATION OF ITS PLACE OF BUSINESS, WITHOUT PRIOR WRITTEN NOTICE
TO THE SECURED PARTY.
DEBTORS SHALL ADVISE SECURED PARTY IN WRITING AT LEAST
THIRTY (30) DAYS BEFORE ANY CHANGE OF NAME, IDENTITY, FORM OF ORGANIZATION,
STATE OF ORGANIZATION, CORPORATE STRUCTURE, OR CHIEF EXECUTIVE OFFICE.
(C)
NONE OF THE COLLATERAL IS OR WILL BECOME A
FIXTURE ON REAL ESTATE, UNLESS A SUFFICIENT FIXTURE FILING IS IN EFFECT WITH
RESPECT THERETO.
(D)
EACH RIGHT TO PAYMENT AND EACH INSTRUMENT,
DOCUMENT, CHATTEL PAPER AND OTHER AGREEMENT CONSTITUTING OR EVIDENCING
COLLATERAL IS (OR, IN THE CASE OF ALL FUTURE COLLATERAL, WILL BE WHEN ARISING OR
ISSUED) THE VALID, GENUINE AND LEGALLY ENFORCEABLE OBLIGATION, SUBJECT TO NO
DEFENSE, SETOFF OR COUNTERCLAIM, OF THE ACCOUNT DEBTOR OR OTHER OBLIGOR NAMED
THEREIN OR IN DEBTORS' RECORDS PERTAINING THERETO AS BEING OBLIGATED TO PAY SUCH
OBLIGATION.
EXCEPT IN THE ORDINARY COURSE OF DEBTORS' BUSINESS, DEBTORS WILL
NOT AGREE TO MODIFY, AMEND, SUBORDINATE, CANCEL OR TERMINATE THE OBLIGATION OF
ANY SUCH ACCOUNT DEBTOR OR OTHER OBLIGOR, WITHOUT THE SECURED PARTY'S PRIOR
WRITTEN CONSENT.
(E)
DEBTORS WILL KEEP ALL TANGIBLE COLLATERAL
IN GOOD REPAIR, WORKING ORDER AND CONDITION, NORMAL DEPRECIATION EXCEPTED, AND
WILL, FROM TIME TO TIME, REPLACE ANY WORN, BROKEN OR DEFECTIVE PARTS.
(F)
DEBTORS WILL PROMPTLY PAY ALL TAXES AND
OTHER GOVERNMENTAL CHARGES LEVIED OR ASSESSED UPON OR AGAINST ANY COLLATERAL OR
UPON OR AGAINST THE CREATION, PERFECTION OR CONTINUANCE OF THE SECURITY
INTERESTS.
(G)
DEBTORS WILL KEEP ALL COLLATERAL FREE AND
CLEAR OF ALL SECURITY INTERESTS, LIENS AND ENCUMBRANCES EXCEPT THE SECURITY
INTERESTS PROVIDED HEREIN AND EXCEPT OTHER SECURITY INTERESTS APPROVED IN
WRITING BY THE SECURED PARTY.
(H)
DEBTORS WILL AT ALL REASONABLE TIMES PERMIT
THE SECURED PARTY OR ITS REPRESENTATIVES TO EXAMINE OR INSPECT ANY COLLATERAL,
OR ANY EVIDENCE OF COLLATERAL, WHEREVER LOCATED, AND DEBTORS WILL AT ANY TIME
AND FROM TIME TO TIME SEND REQUESTS FOR VERIFICATION OF ACCOUNTS OR NOTICES OF
ASSIGNMENT TO ACCOUNT DEBTORS AND OTHER OBLIGORS.
(I)
EACH DEBTOR WILL KEEP ACCURATE AND
COMPLETE RECORDS PERTAINING TO THE COLLATERAL AND PERTAINING TO ITS RESPECTIVE
BUSINESS AND FINANCIAL CONDITION, PREPARED ON THE BASIS OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED; WILL SUBMIT TO THE SECURED PARTY
SUCH
WEEKLY, MONTHLY AND OTHER PERIODIC REPORTS CONCERNING THE COLLATERAL AND ITS
RESPECTIVE BUSINESS AND FINANCIAL CONDITION AS THE SECURED PARTY MAY FROM TIME
TO TIME REQUEST; AND WILL PERMIT THE SECURED PARTY, OR ITS EMPLOYEES,
ACCOUNTANTS, ATTORNEYS OR AGENTS, TO EXAMINE AND COPY ANY OR ALL OF ITS RECORDS
AT ANY TIME DURING DEBTOR'S BUSINESS HOURS.
(J)
DEBTORS WILL PROMPTLY NOTIFY THE SECURED
PARTY