AMOUNTS THEREOF TO BE MAINTAINED AT LEVELS REQUIRED PURSUANT TO THE FIRST
SENTENCE OF THIS SUBSECTION (D) OR OTHERWISE TO OBTAIN SIMILAR INSURANCE IN
PLACE OF SUCH POLICIES, IN EACH CASE AT THE EXPENSE OF SUCH GRANTOR. IF THE
COLLATERAL SHALL BE MATERIALLY DAMAGED OR DESTROYED, IN WHOLE OR IN PART, BY
FIRE OR OTHER CASUALTY, THE AFFECTED GRANTOR SHALL GIVE PROMPT NOTICE THEREOF TO
SECURED PARTY. ADDITIONALLY, THE AFFECTED GRANTOR SHALL IN ANY EVENT PROMPTLY
GIVE SECURED PARTY NOTICE OF ALL REPORTS MADE TO INSURANCE COMPANIES IN RESPECT
OF ANY CLAIM IN EXCESS OF $100,000.
6
NO SETTLEMENT ON ACCOUNT OF ANY LOSS COVERED BY INSURANCE SHALL BE MADE FOR LESS
THAN INSURED VALUE WITHOUT THE CONSENT OF SECURED PARTY.
(E)
EACH GRANTOR SHALL KEEP ACCURATE AND COMPLETE BOOKS AND RECORDS
WITH RESPECT TO THE COLLATERAL, DISCLOSING SECURED PARTY'S SECURITY INTEREST
HEREUNDER.
(F)
NO GRANTOR SHALL SURRENDER OR LOSE POSSESSION OF (OTHER THAN TO
SECURED PARTY), SELL, LEASE, OR OTHERWISE DISPOSE OF OR TRANSFER ANY OF THE
COLLATERAL OR ANY RIGHT OR INTEREST THEREIN, EXCEPT AS EXPRESSLY PERMITTED BY
THE LOAN DOCUMENTS.
(G)
EACH GRANTOR SHALL KEEP THE COLLATERAL FREE OF ALL LIENS EXCEPT
PERMITTED LIENS.
(H)
EACH GRANTOR SHALL PAY AND DISCHARGE ALL TAXES, FEES, ASSESSMENTS
AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT WITH RESPECT TO THE
COLLATERAL PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT TO THE
EXTENT SUCH TAXES, FEES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR LEVIES ARE BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND ARE ADEQUATELY RESERVED
AGAINST IN ACCORDANCE WITH GAAP.
(I)
EACH GRANTOR SHALL MAINTAIN AND PRESERVE ITS LEGAL EXISTENCE, ITS
RIGHTS TO TRANSACT BUSINESS AND ALL OTHER RIGHTS, FRANCHISES AND PRIVILEGES
NECESSARY OR DESIRABLE IN THE NORMAL COURSE OF ITS BUSINESS AND OPERATIONS AND
THE OWNERSHIP OF THE COLLATERAL, EXCEPT IN CONNECTION WITH ANY TRANSACTIONS
EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS.
(J)
UPON THE REQUEST OF SECURED PARTY, EACH GRANTOR SHALL
(I) IMMEDIATELY DELIVER TO SECURED PARTY, OR ITS DESIGNATED AGENT, APPROPRIATELY
ENDORSED OR ACCOMPANIED BY APPROPRIATE INSTRUMENTS OF TRANSFER OR ASSIGNMENT,
ALL DOCUMENTS AND INSTRUMENTS, ALL CERTIFICATED SECURITIES WITH RESPECT TO ANY
PLEDGED COLLATERAL, ALL LETTERS OF CREDIT AND ALL ACCOUNTS AND OTHER RIGHTS TO
PAYMENT AT ANY TIME EVIDENCED BY PROMISSORY NOTES, TRADE ACCEPTANCES OR OTHER
INSTRUMENTS, AND (II) CAUSE CERTIFICATES TO BE ISSUED IN RESPECT OF ANY
UNCERTIFICATED PLEDGED COLLATERAL, (III) PROVIDE SUCH NOTICE, OBTAIN SUCH
ACKNOWLEDGMENTS AND TAKE ALL SUCH OTHER ACTION, WITH RESPECT TO ANY INVESTMENT
PROPERTY, CHATTEL PAPER, DOCUMENTS AND LETTER-OF CREDIT RIGHTS, AS SECURED PARTY
SHALL REASONABLY SPECIFY.
(K)
EACH GRANTOR SHALL:
(I)
WITH SUCH FREQUENCY AS SECURED PARTY MAY
REQUIRE, FURNISH TO SECURED PARTY SUCH LISTS OF CUSTOMERS AND OTHER INFORMATION
RELATING TO THE ACCOUNTS AND OTHER RIGHTS TO PAYMENT AS SECURED PARTY SHALL
REASONABLY REQUEST; (II) GIVE ONLY NORMAL DISCOUNTS, ALLOWANCES AND CREDITS AS
TO ACCOUNTS AND OTHER RIGHTS TO PAYMENT, IN THE ORDINARY COURSE OF BUSINESS,
ACCORDING TO NORMAL TRADE PRACTICES UTILIZED BY SUCH GRANTOR, AND ENFORCE