A FINANCING STATEMENT SHALL BE SUFFICIENT AS A FINANCING
STATEMENT.
6.2
INSURANCE.
BORROWER AGREES TO KEEP ALL THE
COLLATERAL INSURED IN A MANNER CONSISTENT WITH PAST PRACTICE FOR SUCH
COLLATERAL, AND IN CASES WHERE SUCH INSURANCE IS MAINTAINED, TO NAME THE LENDER
AS AN ADDITIONAL LOSS PAYEE, AND PAYABLE TO THE LENDER AND BORROWER, AS THEIR
INTERESTS MAY APPEAR.
6.3
INSPECTION.
BORROWER WILL KEEP ACCURATE AND
COMPLETE RECORDS OF THE COLLATERAL, AND LENDER OR ANY OF ITS AGENTS SHALL HAVE
THE RIGHT TO INSPECT THE COLLATERAL WHEREVER LOCATED AND TO VISIT BORROWER'S
PLACE OR PLACES OF BUSINESS, DURING NORMAL BUSINESS HOURS AFTER REASONABLE PRIOR
NOTICE BY LENDER AND WITHOUT BORROWER'S HINDRANCE OR DELAY, TO INSPECT, AUDIT,
CHECK AND MAKE EXTRACTS FROM ANY COPIES OF BOOKS, RECORDS, JOURNALS, ORDERS,
RECEIPTS AND CORRESPONDENCE THAT RELATE TO THE COLLATERAL OR TO THE GENERAL
FINANCIAL CONDITION OF BORROWER.
LENDER MAY TEMPORARILY REMOVE ANY OF THE
BORROWER'S RECORDS FOR THE PURPOSE OF HAVING COPIES MADE THEREOF.
6.4
LIENS; TRANSFERS OF COLLATERAL.
BORROWER
WILL NOT (A) ASSIGN, LICENSE, HYPOTHECATE, MORTGAGE, SELL OR OTHERWISE TRANSFER
ANY RIGHT, TITLE OR INTEREST IN OR TO ANY ACCOUNTS OR OTHER COLLATERAL OTHER
THAN PERMITTED TRANSFERS NOR (B) OTHER THAN THE SECURITY INTEREST IN THE ASSETS
OF THE BORROWER CONTEMPLATED BY THIS AGREEMENT, CREATE OR PERMIT TO BE CREATED
OR TO EXIST ANY LIEN, ENCUMBRANCE OR SECURITY INTEREST OF ANY KIND ON ANY OF ITS
ACCOUNTS, CONTRACT RIGHTS OR INVENTORY OTHER THAN PERMITTED LIENS.
"PERMITTED
TRANSFERS" MEANS ANY CONVEYANCE, SALE, LEASE, TRANSFER OR DISPOSITION BY THE
BORROWER OF (I) INVENTORY OR OTHER ASSETS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE; (II) LICENSES AND SIMILAR ARRANGEMENTS FOR THE
USE OF THE PROPERTY OF THE BORROWER IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE; OR (III) SURPLUS, WORN-OUT OR OBSOLETE
COLLATERAL.
"PERMITTED LIENS" MEANS (I) LIENS FOR TAXES, FEES, ASSESSMENTS OR
OTHER GOVERNMENTAL CHARGES OR LEVIES, EITHER NOT DELINQUENT OR BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE BORROWER MAINTAINS
ADEQUATE RESERVES IN ACCORDANCE WITH GAAP; (II) LIENS OF CARRIERS, WAREHOUSEMEN,
MECHANICS, MATERIALMEN, VENDORS, SUPPLIERS AND LANDLORDS INCURRED IN THE
ORDINARY COURSE OF BUSINESS FOR SUMS NOT OVERDUE OR BEING CONTESTED IN GOOD
FAITH; (III) DEPOSITS UNDER WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND
SOCIAL SECURITY LAWS OR TO SECURE THE PERFORMANCE OF BIDS, TENDERS, CONTRACTS
(OTHER THAN FOR THE REPAYMENT OF BORROWED MONEY) OR LEASES, OR TO SECURE
STATUTORY OBLIGATIONS OF SURETY OR APPEAL BONDS OR TO SECURE INDEMNITY,
PERFORMANCE OR OTHER SIMILAR BONDS IN THE ORDINARY COURSE OF BUSINESS;
(IV) LICENSES AND SUBLICENSES GRANTED IN THE ORDINARY COURSE OF THE BORROWER'S
BUSINESS AND ANY INTEREST OR TITLE OF A LICENSOR OR UNDER ANY LICENSE OR
SUBLICENSE; (V) A DEBENTURE BETWEEN
7
THE BORROWER AND NV PARTNERS III-BT LP (FORMERLY KNOWN AS NV PARTNERS IV L.P.)
DATED APRIL 16, 2003; (VI) LIENS ARISING OUT OF A JUDGMENT, ORDER OR AWARD WITH
RESPECT TO WHICH BORROWER SHALL IN GOOD FAITH BE PROSECUTING DILIGENTLY AN
APPEAL