WORN, BROKEN OR DEFECTIVE PARTS THEREOF;
3
(II)
PROMPTLY PAY ALL TAXES AND OTHER GOVERNMENTAL CHARGES LEVIED OR
ASSESSED UPON OR AGAINST ANY COLLATERAL;
(III)
AT ALL REASONABLE TIMES, PERMIT THE SECURED PARTY OR ITS
REPRESENTATIVES TO EXAMINE OR INSPECT ANY COLLATERAL, WHEREVER LOCATED, AND TO
EXAMINE, INSPECT ITS BOOKS AND RECORDS PERTAINING TO THE COLLATERAL AND ITS
BUSINESS AND FINANCIAL CONDITION;
(IV)
KEEP ACCURATE AND COMPLETE RECORDS PERTAINING TO THE COLLATERAL
AND PERTAINING TO ITS BUSINESS AND FINANCIAL CONDITION AND SUBMIT TO THE SECURED
PARTY SUCH PERIODIC REPORTS CONCERNING THE COLLATERAL AND ITS BUSINESS AND
FINANCIAL CONDITION AS THE SECURED PARTY MAY FROM TIME TO TIME REASONABLY
REQUEST;
(V)
PROMPTLY NOTIFY THE SECURED PARTY OF ANY MATERIAL LOSS OF OR
DAMAGE TO ANY COLLATERAL OR OF ANY MATERIAL ADVERSE CHANGE, KNOWN TO IT, IN THE
PROSPECT OF PAYMENT OF ANY SUMS DUE ON OR UNDER ANY INSTRUMENT, CHATTEL PAPER,
OR ACCOUNT CONSTITUTING COLLATERAL;
(VI)
AT ALL TIMES KEEP ALL TANGIBLE COLLATERAL INSURED AGAINST RISKS OF
FIRE (INCLUDING SO-CALLED EXTENDED COVERAGE), THEFT, COLLISION (IN CASE OF
COLLATERAL CONSISTING OF MOTOR VEHICLES) AND SUCH OTHER RISKS AND IN SUCH
AMOUNTS AS THE SECURED PARTY MAY REASONABLY REQUEST, WITH ANY SUCH POLICIES
CONTAINING A BANK LOSS PAYABLE ENDORSEMENT ACCEPTABLE TO THE SECURED PARTY; AND
(VII)
NOT AMEND ANY FINANCING STATEMENT IN FAVOR OF THE SECURED PARTY AS
SECURED PARTY EXCEPT UPON WRITTEN AUTHORIZATION OF THE SECURED PARTY.
5.
REMEDIES UPON EVENT OF DEFAULT. UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT AND AT ANY TIME THEREAFTER, THE SECURED PARTY MAY (BUT NEED NOT) TAKE
ANY AND ALL ACTIONS THE SECURED PARTY IS PERMITTED TO TAKE AS PROVIDED UNDER THE
SUBORDINATION AGREEMENT.
6.
NOTICES; REQUESTS FOR ACCOUNTING. ALL NOTICES AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND MAILED OR DELIVERED (WHICH
DELIVERY MAY BE BY TELECOPY) TO THE PARTY TO WHOM NOTICE IS BEING GIVEN AT ITS
ADDRESS SET FORTH IN THE SUBORDINATED NOTE (WITH RESPECT TO THE SECURED PARTY),
UNDER ITS SIGNATURE TO THIS AGREEMENT (WITH RESPECT TO EACH GRANTOR) OR, AS TO
EACH PARTY, AT SUCH OTHER ADDRESS AS MAY HEREAFTER BE DESIGNATED BY SUCH PARTY
IN A WRITTEN NOTICE TO THE OTHER PARTY COMPLYING AS TO DELIVERY WITH THE TERMS
OF THIS SECTION. ALL SUCH NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS,
WHEN DELIVERED, SHALL BE EFFECTIVE UPON ACTUAL DELIVERY, AND WHEN MAILED SHALL
BE EFFECTIVE ONE BUSINESS DAY AFTER THE DATE SENT BY NATIONALLY RECOGNIZED
OVERNIGHT MAIL COURIER OR DELIVERY SERVICE, ADDRESSED AS AFORESAID.
7.
MISCELLANEOUS. THIS AGREEMENT HAS BEEN DULY AND VALIDLY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTION. THIS AGREEMENT DOES NOT
CONTEMPLATE A SALE OF ACCOUNTS, OR CHATTEL PAPER. THIS AGREEMENT MAY BE WAIVED,
MODIFIED, AMENDED, TERMINATED OR DISCHARGED, AND THE SECURITY INTEREST MAY BE
RELEASED, ONLY EXPLICITLY IN A WRITING SIGNED BY THE SECURED PARTY, AND, IN THE
CASE OF AMENDMENT OR MODIFICATION, IN A WRITING SIGNED BY EACH GRANTOR. A WAIVER
SIGNED BY THE SECURED PARTY SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE