THAT
IS SUBJECT TO A PURCHASE MONEY SECURITY INTEREST), CAUSING THE COLLATERAL AGENT
TO BE LISTED AS THE LIENHOLDER ON SUCH CERTIFICATE OF TITLE OR OWNERSHIP AND
DELIVERING EVIDENCE OF THE SAME TO THE COLLATERAL AGENT IN ACCORDANCE WITH THE
SECURITIES PURCHASE AGREEMENT; AND (H) TAKING ALL ACTIONS REQUIRED BY ANY
EARLIER VERSIONS OF THE UNIFORM COMMERCIAL CODE OR BY OTHER LAW, AS APPLICABLE,
IN ANY RELEVANT UNIFORM COMMERCIAL CODE JURISDICTION, OR BY OTHER LAW AS
APPLICABLE IN ANY FOREIGN JURISDICTION.
(B)
LOCATION OF EQUIPMENT AND INVENTORY.
EACH GRANTOR WILL KEEP THE
EQUIPMENT AND INVENTORY AT THE LOCATIONS SPECIFIED THEREFOR IN
SECTION 4(G) HEREOF OR, UPON NOT LESS THAN THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE TO THE COLLATERAL AGENT ACCOMPANIED BY A NEW SCHEDULE V HERETO INDICATING
EACH NEW LOCATION OF THE EQUIPMENT AND INVENTORY, AT SUCH OTHER LOCATIONS IN THE
UNITED STATES.
(C)
CONDITION OF EQUIPMENT.
EACH GRANTOR WILL MAINTAIN OR CAUSE THE
EQUIPMENT (NECESSARY OR USEFUL TO ITS BUSINESS) TO BE MAINTAINED AND PRESERVED
IN GOOD CONDITION, REPAIR AND WORKING ORDER, ORDINARY WEAR AND TEAR EXCEPTED,
AND WILL FORTHWITH, OR IN THE CASE OF ANY LOSS OR DAMAGE TO ANY EQUIPMENT OF
SUCH GRANTOR WITHIN A COMMERCIALLY REASONABLE TIME AFTER THE OCCURRENCE THEREOF,
MAKE OR CAUSE TO BE MADE ALL REPAIRS, REPLACEMENTS AND OTHER IMPROVEMENTS IN
CONNECTION THEREWITH WHICH ARE NECESSARY OR DESIRABLE, CONSISTENT WITH PAST
PRACTICE, OR WHICH THE COLLATERAL AGENT MAY REQUEST TO SUCH END.
SUCH GRANTOR
WILL PROMPTLY FURNISH TO THE COLLATERAL AGENT A STATEMENT DESCRIBING IN
REASONABLE DETAIL ANY SUCH LOSS OR DAMAGE IN EXCESS OF $250,000 TO ANY
EQUIPMENT.
(D)
TAXES, ETC.
EACH GRANTOR AGREES TO PAY PROMPTLY WHEN DUE ALL
PROPERTY AND OTHER TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED
UPON, AND ALL CLAIMS (INCLUDING CLAIMS FOR LABOR, MATERIALS AND SUPPLIES)
AGAINST, THE EQUIPMENT AND INVENTORY, EXCEPT TO THE EXTENT THE VALIDITY THEREOF
IS BEING CONTESTED IN GOOD FAITH BY PROPER PROCEEDINGS WHICH STAY THE IMPOSITION
OF ANY PENALTY, FINE OR LIEN RESULTING FROM THE NON-PAYMENT THEREOF AND WITH
RESPECT TO WHICH ADEQUATE RESERVES IN ACCORDANCE WITH GAAP HAVE BEEN SET ASIDE
FOR THE PAYMENT THEREOF.
(E)
INSURANCE.
(I)
EACH GRANTOR WILL, AT ITS OWN EXPENSE, MAINTAIN INSURANCE
(INCLUDING, WITHOUT LIMITATION, COMMERCIAL GENERAL LIABILITY AND PROPERTY
INSURANCE) WITH RESPECT TO THE EQUIPMENT AND INVENTORY IN SUCH AMOUNTS, AGAINST
SUCH RISKS, IN SUCH FORM AND WITH RESPONSIBLE AND REPUTABLE INSURANCE COMPANIES
OR ASSOCIATIONS AS IS REQUIRED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION
WITH RESPECT THERETO OR AS IS CARRIED GENERALLY IN ACCORDANCE WITH SOUND
BUSINESS PRACTICE BY COMPANIES IN SIMILAR BUSINESSES SIMILARLY SITUATED AND IN
ANY EVENT, IN AMOUNT, ADEQUACY AND SCOPE REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT.
EACH SUCH POLICY FOR LIABILITY INSURANCE SHALL PROVIDE FOR
ALL LOSSES TO BE PAID ON BEHALF OF THE COLLATERAL AGENT AND SUCH GRANTOR AS
THEIR RESPECTIVE INTERESTS MAY APPEAR, AND EACH POLICY FOR PROPERTY DAMAGE
INSURANCE SHALL PROVIDE FOR ALL LOSSES TO BE ADJUSTED WITH, AND PAID DIRECTLY
TO, THE COLLATERAL AGENT.
EACH