THE MORTGAGED PROPERTY SO DAMAGED, OR TO THE
CONSTRUCTION OF A REPLACEMENT FACILITY FOR THE PROPERTY DAMAGED OR CONDEMNED, OR
TO THE EXPANSION OF THE PRODUCTIVE CAPACITY OF AN EXISTING FACILITY IN LIEU
THEREOF (AND, UNLESS WAIVED BY REQUIRED LENDERS, BORROWER SHALL EXECUTE SUCH
DOCUMENTS AND INSTRUMENTS AS MAY BE NECESSARY OR APPROPRIATE IN COLLATERAL
AGENT'S REASONABLE DISCRETION TO CAUSE SUCH REPLACEMENT FACILITY OR EXPANDED
FACILITY TO CONSTITUTE PART OF THE COLLATERAL); OR (II) IF APPROVED BY
COLLATERAL AGENT, TO THE PURCHASE OF OTHER ASSETS TO BE USED IN THE OPERATION OF
THE BUSINESS OF A MEMBER OF THE BORROWER CONSOLIDATED GROUP.
10.5
BORROWER'S GENERAL COVENANTS AND AGREEMENTS PERTAINING TO THE
COLLATERAL.
BORROWER COVENANTS AND AGREES THAT:
(A)
THE ADDRESSES OF BORROWER'S PRINCIPAL PLACE OF BUSINESS (OR CHIEF
EXECUTIVE OFFICE IF MORE THAN ONE), THE OFFICE WHERE BORROWER KEEPS AND WILL
KEEP BORROWER'S RECORDS, INCLUDING, WITHOUT LIMITATION, THOSE RECORDS CONCERNING
ALL OF BORROWER'S ACCOUNTS AND THE OTHER COLLATERAL, AND THE PLACE OR PLACES AT
WHICH ALL OF BORROWER'S INVENTORY, EQUIPMENT AND OTHER TANGIBLE PROPERTY IS AND
WILL BE LOCATED ARE CORRECTLY SET FORTH ON SCHEDULE 10.5(A); AND BORROWER SHALL
IMMEDIATELY ADVISE AGENT AND COLLATERAL AGENT IN WRITING OF ANY CHANGE IN ANY OF
SAID ADDRESSES.
BORROWER SHALL NOT REMOVE SUCH RECORDS FROM THE PLACE OR PLACES
SET FORTH ON SCHEDULE 10.5(A), NOR SHALL BORROWER KEEP ANY OF SUCH RECORDS AT
ANY OTHER LOCATIONS UNLESS (I) BORROWER GIVES AGENT AND COLLATERAL AGENT 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 AGENT AND COLLATERAL AGENT 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)
SUBJECT TO ANY PERMITTED TRANSFERS OF ASSETS, 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 AGENT OR COLLATERAL AGENT, BORROWER HAS HERETOFORE
OBTAINED FROM EACH OWNER OF SAID REAL ESTATE A WRITTEN WAIVER OR SUBORDINATION
(IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND/OR COLLATERAL AGENT)
OF ANY LANDLORD'S LIEN OR OTHER LIEN SAID OWNER MIGHT HAVE WITH RESPECT TO THE
COLLATERAL, AND BORROWER HAS DELIVERED THE SAME TO COLLATERAL AGENT.
(C)
UPON REQUEST OF AGENT OR COLLATERAL AGENT, BORROWER SHALL PROMPTLY
DELIVER TO COLLATERAL AGENT 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 COLLATERAL AGENT IN EXECUTING ANY APPLICATIONS AND OTHER DOCUMENTS AND
TAKING ANY OTHER ACTIONS NECESSARY OR DESIRABLE IN COLLATERAL AGENT'S OPINION TO
PERFECT COLLATERAL AGENT'S LIEN IN SUCH VEHICLES.
COLLATERAL AGENT MAY RETAIN
POSSESSION OF SUCH CERTIFICATES OF TITLE UNTIL