THE INCOME, REVENUE AND PROFITS ARISING THEREFROM AND THE PROCEEDS
THEREOF, IN THE SAME MANNER AND WITH THE SAME EFFECT AS IF THIS AGREEMENT HAD
NOT BEEN MADE; PROVIDED, HOWEVER, THAT THE DEBTOR WILL NOT SELL OR OTHERWISE
DISPOSE OF (OTHER THAN SALES OF ROYALTY PRODUCTS IN THE ORDINARY COURSE OF THE
DEBTOR'S BUSINESS), GRANT ANY OPTION WITH RESPECT TO OR GRANT ANY LIEN WITH
RESPECT TO OR OTHERWISE ENCUMBER ANY OF THE COLLATERAL OR ANY INTEREST THEREIN,
EXCEPT FOR PERMITTED LIENS, EXCEPT AS MAY BE OTHERWISE EXPRESSLY PERMITTED IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (INCLUDING ANY APPLICABLE PROVISIONS
THEREIN REGARDING DELIVERY OF PROCEEDS OF SALE OR DISPOSITION TO THE SECURED
PARTY) OR EXCEPT IN CONNECTION WITH A PERMITTED ASSIGNMENT UNDER SECTION 9(F) OF
THE ROYALTY AGREEMENT.
4.2
CHANGE OF NAME, LOCATIONS, ETC.
THE DEBTOR
WILL NOT (I) CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE, (II) CHANGE ITS
CHIEF EXECUTIVE OFFICE FROM THE LOCATION THEREOF LISTED ON SCHEDULE I,
(III) CHANGE THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION FROM THE
JURISDICTION LISTED ON SCHEDULE I (WHETHER BY MERGER OR OTHERWISE) OR
(IV) REMOVE ANY COLLATERAL, OR ANY BOOKS, RECORDS OR OTHER INFORMATION RELATING
TO SUCH COLLATERAL, FROM THE APPLICABLE LOCATION THEREOF LISTED ON SCHEDULE I,
OR KEEP OR MAINTAIN ANY COLLATERAL AT A LOCATION NOT LISTED ON SCHEDULE I,
(EXCEPT FOR COLLATERAL WITH AN AGGREGATE FAIR MARKET VALUE NOT TO EXCEED
$250,000 AT ANY TIME, IN THE ORDINARY COURSE OF BUSINESS, INCLUDING, WITHOUT
LIMITATION, FOR TESTING OR EVALUATION PURPOSES) UNLESS IN EACH CASE THE DEBTOR
HAS (A) GIVEN PRIOR WRITTEN NOTICE TO THE SECURED PARTY OF ITS INTENTION TO DO
SO, TOGETHER WITH INFORMATION REGARDING ANY SUCH NEW LOCATION AND SUCH OTHER
INFORMATION IN CONNECTION WITH SUCH PROPOSED ACTION AS THE SECURED PARTY MAY
REASONABLY REQUEST, AND (B) DELIVERED TO THE SECURED PARTY, PRIOR TO ANY SUCH
CHANGE OR REMOVAL, SUCH DOCUMENTS, INSTRUMENTS AND FINANCING STATEMENTS AS MAY
BE REASONABLY REQUIRED BY THE SECURED PARTY, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE SECURED PARTY, PAID ALL NECESSARY FILING AND
RECORDING FEES AND TAXES, AND TAKEN ALL OTHER ACTIONS REASONABLY REQUESTED BY
THE SECURED PARTY, IN ORDER TO PERFECT AND MAINTAIN THE LIEN UPON AND SECURITY
INTEREST IN THE COLLATERAL.
4.3
RECORDS; INSPECTION.
(A)
THE DEBTOR WILL KEEP AND MAINTAIN AT ITS
OWN COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF THE COLLATERAL
ACCOUNTS AND ALL OTHER COLLATERAL, AND WILL FURNISH TO THE SECURED PARTY FROM
TIME TO TIME SUCH STATEMENTS, SCHEDULES AND REPORTS (INCLUDING, WITHOUT
LIMITATION, ACCOUNTS RECEIVABLE AGING SCHEDULES) WITH REGARD TO THE COLLATERAL
AS THE SECURED PARTY MAY REASONABLY REQUEST.
(B)
THE DEBTOR SHALL, FROM TIME TO TIME AT SUCH
TIMES AS MAY BE REASONABLY REQUESTED AND UPON NOT LESS THAN SEVEN (7) DAYS'
PRIOR NOTICE, PERMIT THE SECURED PARTY TO
7
VISIT ITS OFFICES OR THE PREMISES UPON WHICH ANY COLLATERAL MAY BE LOCATED
(PROVIDED THAT WITH RESPECT TO LOCATIONS OWNED OR OPERATED BY THIRD PARTIES,
DEBTOR SHALL SATISFY ITS OBLIGATIONS HEREUNDER