ANY
INTEREST THEREIN EXCEPT THAT UNTIL AN EVENT OF DEFAULT (AS DEFINED IN THE LOAN
AGREEMENT) HAS OCCURRED THE GRANTOR MAY SELL INVENTORY IN THE ORDINARY COURSE OF
ITS BUSINESS.
2
(F)
THE GRANTOR WILL NOT PERMIT ANY
COLLATERAL TO BE LOCATED IN ANY STATE (AND, IF A COUNTY FILING IS REQUIRED, IN
ANY COUNTY) IN WHICH A FINANCING STATEMENT COVERING SUCH COLLATERAL IS REQUIRED
TO BE, BUT HAS NOT IN FACT BEEN, FILED.
(G)
THE GRANTOR AUTHORIZES THE SECURED PARTY TO
FILE ALL OF THE SECURED PARTY'S FINANCING STATEMENTS AND AMENDMENTS TO FINANCING
STATEMENTS, CONTINUATION STATEMENTS, AND ALL TERMINATIONS OF THE FILINGS OF
OTHER SECURED PARTIES, ALL WITH RESPECT TO THE COLLATERAL, IN SUCH FORM AND
SUBSTANCE AS THE SECURED PARTY, IN ITS SOLE DISCRETION, MAY DETERMINE.
(H)
ALL RIGHTS TO PAYMENT AND ALL INSTRUMENTS,
DOCUMENTS, CHATTEL PAPER AND OTHER AGREEMENTS CONSTITUTING OR EVIDENCING
COLLATERAL ARE (OR WILL BE WHEN ARISING OR ISSUED) THE VALID, GENUINE AND
LEGALLY ENFORCEABLE OBLIGATION, SUBJECT TO NO DEFENSE, SET-OFF OR COUNTERCLAIM
(OTHER THAN THOSE ARISING IN THE ORDINARY COURSE OF BUSINESS) OF EACH ACCOUNT
DEBTOR OR OTHER OBLIGOR NAMED THEREIN OR IN THE GRANTOR'S RECORDS PERTAINING
THERETO AS BEING OBLIGATED TO PAY SUCH OBLIGATION.
(I)
THE GRANTOR WILL (I) KEEP ALL COLLATERAL
IN GOOD REPAIR, WORKING ORDER AND CONDITION, NORMAL DEPRECIATION EXCEPTED, AND
WILL, FROM TIME TO TIME, REPLACE ANY WORN, BROKEN OR DEFECTIVE PARTS THEREOF;
(II) OTHER THAN TAXES AND OTHER GOVERNMENTAL CHARGES CONTESTED IN GOOD FAITH AND
BY APPROPRIATE PROCEEDINGS, 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 INTEREST; (III) KEEP ALL
COLLATERAL FREE AND CLEAR OF ALL SECURITY INTERESTS, LIENS AND ENCUMBRANCES,
EXCEPT AS MAY OTHERWISE BE SET FORTH OR CONTEMPLATED UNDER THE INITIAL NOTE, THE
REPLACEMENT NOTE, THE LOAN AGREEMENT OR IN THIS AGREEMENT; (IV) AT ALL
REASONABLE TIMES, PERMIT THE SECURED PARTY OR ITS REPRESENTATIVES TO EXAMINE OR
INSPECT ANY COLLATERAL, WHEREVER LOCATED, AND TO EXAMINE, INSPECT AND COPY THE
GRANTOR'S BOOKS AND RECORDS PERTAINING TO THE COLLATERAL AND ITS BUSINESS AND
FINANCIAL CONDITION AND TO DISCUSS WITH ACCOUNT DEBTORS AND OTHER OBLIGORS
REQUESTS FOR VERIFICATIONS OF AMOUNTS OWED TO THE GRANTOR; (V) KEEP ACCURATE AND
COMPLETE RECORDS PERTAINING TO THE COLLATERAL AND PERTAINING TO THE GRANTOR'S
BUSINESS AND FINANCIAL CONDITION AND WILL SUBMIT TO THE SECURED PARTY SUCH
PERIODIC REPORTS CONCERNING THE COLLATERAL AND THE GRANTOR'S BUSINESS AND
FINANCIAL CONDITION AS THE SECURED PARTY MAY FROM TIME TO TIME REASONABLY
REQUEST; (VI) PROMPTLY NOTIFY THE SECURED PARTY OF ANY LOSS OR MATERIAL DAMAGE
TO ANY COLLATERAL OR OF ANY MATERIAL ADVERSE CHANGE, KNOWN TO THE GRANTOR, IN
THE PROSPECT OF PAYMENT OF ANY SUMS DUE ON OR UNDER ANY INSTRUMENT, CHATTEL
PAPER OR ACCOUNT CONSTITUTING COLLATERAL; (VII) IF THE SECURED PARTY AT ANY TIME
SO REASONABLY REQUESTS PROMPTLY DELIVER TO THE SECURED PARTY ANY INSTRUMENT,
DOCUMENT OR CHATTEL PAPER CONSTITUTING COLLATERAL, DULY ENDORSED OR ASSIGNED BY