INTEREST IN COLLATERAL ACQUIRED AFTER THE DATE HEREOF.
BORROWER ALSO
HEREBY AGREES NOT TO SELL, TRANSFER, ASSIGN, MORTGAGE, PLEDGE, LEASE, GRANT A
SECURITY INTEREST IN, OR ENCUMBER ANY OF ITS INTELLECTUAL PROPERTY, OTHER THAN
LICENSES GRANTED BY BORROWER IN THE ORDINARY COURSE OF ITS BUSINESS OR IN
CONNECTION WITH JOINT VENTURES OR OTHER SIMILAR ARRANGEMENTS.
4.2
DELIVERY OF ADDITIONAL DOCUMENTATION REQUIRED.
BORROWER SHALL
FROM TIME TO TIME EXECUTE AND DELIVER TO BANK, AT THE REQUEST OF BANK, ALL
NEGOTIABLE COLLATERAL, ALL FINANCING STATEMENTS AND OTHER DOCUMENTS THAT BANK
MAY REASONABLY REQUEST, IN FORM SATISFACTORY TO BANK, TO PERFECT AND CONTINUE
THE PERFECTION OF BANK'S SECURITY INTERESTS IN THE COLLATERAL AND IN ORDER TO
FULLY CONSUMMATE ALL OF THE TRANSACTIONS CONTEMPLATED UNDER THE LOAN DOCUMENTS.
4.3
RIGHT TO INSPECT.
BANK (THROUGH ANY OF ITS OFFICERS, EMPLOYEES,
OR AGENTS) SHALL HAVE THE RIGHT, UPON REASONABLE PRIOR NOTICE, FROM TIME TO TIME
DURING BORROWER'S USUAL BUSINESS HOURS BUT NO MORE THAN TWICE A YEAR (UNLESS AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING), TO INSPECT BORROWER'S BOOKS
AND TO MAKE COPIES THEREOF AND TO CHECK, TEST, AND APPRAISE THE COLLATERAL IN
ORDER TO VERIFY BORROWER'S FINANCIAL CONDITION OR THE AMOUNT, CONDITION OF, OR
ANY OTHER MATTER RELATING TO, THE COLLATERAL.
4.4
CASH COLLATERAL.
(A)
EFFECTIVE ONLY UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, AS SET
FORTH IN SECTION 6.10, BORROWER GRANTS AND PLEDGES TO BANK A CONTINUING SECURITY
INTEREST IN ALL PRESENTLY EXISTING OR HEREAFTER ARISING CASH COLLATERAL (AS
DEFINED IN SECTION 6.10), IN ORDER TO SECURE PROMPT REPAYMENT OF ANY AND ALL
OBLIGATIONS.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, (I) BANK MAY RETAIN
CONTROL OVER THE CASH COLLATERAL TO SECURE THE OBLIGATIONS UNTIL THE OBLIGATIONS
HAVE BEEN SATISFIED IN FULL, (II) BORROWER HEREBY AUTHORIZES BANK TO PLACE
RESTRICTIONS ON BORROWER'S ABILITY TO WITHDRAW AMOUNTS FROM ACCOUNTS HOLDING THE
CASH COLLATERAL, AND (III)
BORROWER AUTHORIZES BANK TO EXECUTE AND/OR FILE SUCH
DOCUMENTS, AND TAKE SUCH ACTIONS, AS BANK DETERMINES REASONABLE TO PERFECT ITS
SECURITY INTEREST IN THE CASH COLLATERAL.
SUCH SECURITY INTEREST CONSTITUTES A
VALID, FIRST PRIORITY SECURITY INTEREST IN THE CASH COLLATERAL, AND WILL
CONSTITUTE A VALID, FIRST PRIORITY SECURITY INTEREST IN CASH COLLATERAL ACQUIRED
AFTER THE DATE HEREOF.
NOTWITHSTANDING TERMINATION OF THIS AGREEMENT, BANK'S
LIEN ON THE CASH COLLATERAL SHALL REMAIN IN EFFECT FOR SO LONG AS ANY
OBLIGATIONS ARE OUTSTANDING.
(B)
IF THE CASH COLLATERAL IS HELD IN A CERTIFICATE OF DEPOSIT, THEN,
PRIOR TO THE MATURITY OF SUCH CASH COLLATERAL, BORROWER AND BANK SHALL AGREE
UPON A SECURITY OR INSTRUMENT SIMILAR IN FORM, QUALITY AND SUBSTANCE TO THE
ORIGINAL CASH COLLATERAL IN WHICH THE PROCEEDS OF THE CASH COLLATERAL CAN BE
REINVESTED ON MATURITY.
UPON MATURITY OF SUCH CASH COLLATERAL IN ACCORDANCE
WITH ITS TERMS, OR IN THE EVENT SUCH CASH COLLATERAL OTHERWISE BECOMES PAYABLE
DURING THE TERM OF THIS AGREEMENT, SUCH MATURING CASH COLLATERAL MAY BE
PRESENTED FOR PAYMENT, EXCHANGE, OR OTHERWISE MARKETED BY BANK ON BEHALF OF
BORROWER AND THE PROCEEDS THEREFROM USED