WHICH FORMED OR GOVERN ANY OF THE CREDIT
PARTIES, AND (IV) DO NOT AND WILL NOT BREACH OR VIOLATE ANY OF THE PROVISIONS
OF, AND WILL NOT RESULT IN A DEFAULT BY ANY OF THE CREDIT PARTIES UNDER, ANY
OTHER AGREEMENT, INSTRUMENT OR DOCUMENT TO WHICH IT IS A PARTY OR IS SUBJECT.
(C)
NOTICES AND APPROVALS.
EXCEPT AS MAY HAVE BEEN GIVEN OR OBTAINED,
OR WILL BE MADE IN CONNECTION WITH THE PERFECTION OF SECURITY INTERESTS GRANTED
BY BORROWER IN THE COLLATERAL, NO NOTICE TO OR CONSENT OR APPROVAL OF ANY
GOVERNMENTAL AGENCY OR OTHER THIRD PARTY WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ANY OTHER CREDITOR) IS REQUIRED IN CONNECTION WITH THE EXECUTION,
DELIVERY OR PERFORMANCE BY ANY CREDIT PARTY OF THIS LOAN AGREEMENT, THE NOTE AND
THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY.
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(D)
ENFORCEABILITY.
THE LOAN DOCUMENTS TO WHICH
ANY CREDIT PARTY IS A PARTY ARE THE RESPECTIVE LEGAL, VALID AND BINDING
OBLIGATIONS OF SUCH CREDIT PARTY, ENFORCEABLE AGAINST IT OR THEM, AS THE CASE
MAY BE, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS ENFORCEABILITY MAY
BE LIMITED BY BANKRUPTCY AND OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF
CREDITORS GENERALLY OR BY GENERAL PRINCIPLES OF EQUITY.
(E)
COLLATERAL.
EXCEPT FOR PERMITTED LIENS AND
PRIORITIES AFFORDED TO ANY PERMITTED LIEN: (I) BORROWER HAS GOOD AND MARKETABLE
TITLE TO THE COLLATERAL, (II) NONE OF THE COLLATERAL IS SUBJECT TO ANY LIEN,
ENCUMBRANCE OR SECURITY INTEREST, AND (III) UPON THE FILING OF ALL UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS AUTHENTICATED OR OTHERWISE AUTHORIZED BY
BORROWER WITH RESPECT TO THE COLLATERAL IN THE APPROPRIATE
JURISDICTION(S) AND/OR THE COMPLETION OF ANY OTHER ACTION REQUIRED BY APPLICABLE
LAW TO PERFECT ITS LIENS AND SECURITY INTERESTS, ADMINISTRATIVE AGENT WILL HAVE
VALID AND PERFECTED FIRST LIENS AND SECURITY INTERESTS UPON ALL OF THE
COLLATERAL.
WITHOUT LIMITING THE FOREGOING:
(A)
BORROWER AGREES THAT IT WILL:
(I) NOT CHANGE
THE STATE WHERE IT IS ORGANIZED; (II) NOT CHANGE ITS NAME; AND (III) NOT CHANGE
ITS TYPE OF ORGANIZATION, IN EACH CASE, WITHOUT PROVIDING ADMINISTRATIVE AGENT
WITH THIRTY (30) DAYS PRIOR WRITTEN NOTICE.
(B)
THE TANGIBLE COLLATERAL IS AND WILL REMAIN
TANGIBLE PERSONAL PROPERTY AND IS NOT AND SHALL NOT CONSTITUTE REAL PROPERTY
FIXTURES.
THE TANGIBLE COLLATERAL IS REMOVABLE FROM AND IS NOT ESSENTIAL TO THE
PREMISES AT WHICH THE TANGIBLE COLLATERAL IS LOCATED.
EXCEPT AS NOTED ON
EXHIBIT A ATTACHED HERETO, THE TANGIBLE COLLATERAL IS CAPABLE OF SATISFYING ITS
INTENDED BUSINESS FUNCTION AND NO ADDITIONAL PROPERTY IS REQUIRED TO BE ADDED TO
THE TANGIBLE COLLATERAL IN ORDER TO SATISFY SUCH BUSINESS FUNCTION.
(C)
IF ANY OF THE COLLATERAL IS, AT ANY TIME, IN
THE POSSESSION OF A BAILEE, BORROWER SHALL PROMPTLY NOTIFY ADMINISTRATIVE AGENT
AND SHALL ASSIST ADMINISTRATIVE AGENT IN OBTAINING AN ACKNOWLEDGMENT FROM THE
BAILEE THAT IS HOLDING THE COLLATERAL FOR THE BENEFIT OF ADMINISTRATIVE AGENT
AND LENDERS.
(D)
ALL OF THE TANGIBLE COLLATERAL IS AND WILL BE
KEPT AT THE BASE LOCATION EXCEPT WHEN UNDER CONTRACT, MOBILIZING, OR
DE-MOBILIZING.
(E)
NONE OF