DEPOSITED IN BORROWER'S "MAIN OPERATING ACCOUNT" DESCRIBED IN THE
CASH MANAGEMENT AGREEMENT.
AFTER THE OCCURRENCE OF A DEFAULT OR AN EVENT OF
DEFAULT, LENDER WILL AT ALL TIMES HAVE THE RIGHT TO TAKE PHYSICAL POSSESSION OF
ANY TANGIBLE COLLATERAL AND TO MAINTAIN SUCH POSSESSION ON BORROWER'S PREMISES
OR TO REMOVE THE SAME OR ANY PART THEREOF TO SUCH OTHER PLACES AS LENDER MAY
WISH. IF LENDER EXERCISES LENDER'S RIGHT TO TAKE POSSESSION OF SUCH COLLATERAL,
BORROWER SHALL ON LENDER'S DEMAND, ASSEMBLE THE SAME AND MAKE IT AVAILABLE TO
LENDER AT A PLACE REASONABLY CONVENIENT TO LENDER.
BORROWER SHALL AT ALL TIMES
KEEP THE EQUIPMENT CONSTITUTING COLLATERAL IN GOOD CONDITION AND REPAIR.
ALL
EXPENSES OF PROTECTING, STORING, WAREHOUSING, INSURING, HANDLING AND SHIPPING OF
THE COLLATERAL, ALL COSTS OF KEEPING THE COLLATERAL FREE OF ANY SECURITY
INTERESTS PROHIBITED BY THIS AGREEMENT AND OF REMOVING THE SAME IF THEY SHOULD
ARISE, AND ANY AND ALL EXCISE, PROPERTY, SALES AND USE TAXES IMPOSED BY ANY
STATE, FEDERAL OR LOCAL AUTHORITY ON ANY OF THE COLLATERAL OR IN RESPECT OF THE
SALE THEREOF, SHALL BE BORNE AND PAID BY BORROWER AND IF BORROWER FAILS TO
PROMPTLY PAY ANY THEREOF WHEN DUE, LENDER MAY, AT ITS OPTION, BUT SHALL NOT BE
REQUIRED TO, PAY THE SAME AND CHARGE BORROWER'S LOAN ACCOUNT THEREFOR. BORROWER
AGREES TO RENEW ALL INSURANCE REQUIRED BY THIS PARAGRAPH 11 OR PARAGRAPH 13 AT
LEAST 30 DAYS PRIOR TO ITS EXPIRATION.
12.
PERFECTION OF SECURITY INTEREST.
BORROWER AGREES TO EXECUTE SUCH
FINANCING STATEMENTS TOGETHER WITH ANY AND ALL OTHER INSTRUMENTS OR DOCUMENTS
AND TAKE SUCH OTHER ACTION, INCLUDING DELIVERY, AS MAY BE REQUIRED TO CREATE,
EVIDENCE, PERFECT AND MAINTAIN LENDER'S SECURITY INTEREST IN THE COLLATERAL AND
BORROWER SHALL NOT IN ANY MANNER DO ANY ACT OR OMIT TO DO ANY ACT WHICH WOULD IN
ANY MANNER IMPAIR OR INVALIDATE LENDER'S SECURITY INTEREST IN THE COLLATERAL OR
THE PERFECTION THEREOF.
BORROWER WILL COOPERATE WITH LENDER IN OBTAINING
CONTROL WITH RESPECT TO
15
COLLATERAL CONSISTING OF DEPOSIT ACCOUNTS, INVESTMENT PROPERTY, LETTER OF CREDIT
RIGHTS, AND ELECTRONIC CHATTEL PAPER.
WHERE COLLATERAL IS IN THE POSSESSION OF
A THIRD PARTY, BORROWER WILL JOIN WITH LENDER IN NOTIFYING SUCH THIRD PARTY OF
LENDER'S SECURITY INTEREST AND IN OBTAINING AN ACKNOWLEDGEMENT FROM SUCH THIRD
PARTY THAT IT IS HOLDING SUCH COLLATERAL FOR THE BENEFIT OF THE LENDER.
13.
INSURANCE.
BORROWER SHALL MAINTAIN INSURANCE COVERAGE ON ANY
COLLATERAL INCLUDING RECEIVABLES AND OTHER RIGHTS TO PAYMENT WITH SUCH
COMPANIES, AGAINST SUCH HAZARDS, AND IN SUCH AMOUNTS AS MAY FROM TIME TO TIME BE
ACCEPTABLE TO LENDER AND SHALL DELIVER SUCH POLICIES OR COPIES THEREOF TO LENDER
WITH SATISFACTORY LENDER'S LOSS PAYABLE ENDORSEMENTS NAMING LENDER.
EACH POLICY
OF INSURANCE SHALL CONTAIN A CLAUSE REQUIRING THE INSURER TO GIVE NOT LESS THAN
30 DAYS PRIOR WRITTEN NOTICE TO LENDER IN THE EVENT OF ANY ANTICIPATED
CANCELLATION OF THE POLICY FOR ANY REASON AND A CLAUSE THAT THE INTEREST OF
LENDER SHALL NOT BE IMPAIRED OR INVALIDATED BY ANY ACT OR NEGLECT OF