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• , and no such Collateral shall be located at any other address <br /> without the prior written consent of the Secured Party. <br /> g. The Debtor shall(i)keep all tangible Collateral in good condition and repair, normal <br /> depreciation excepted;(ii)from time to time replace any worn, broken or defective parts thereof; (iii) <br /> promptly notify the Secured Party of any loss of or material damage to any Collateral or of any <br /> adverse change in the prospect of payment of any account, instrument, chattel paper, other right to <br /> payment or general intangible constituting Collateral; (iv)not permit any Collateral to be used or kept <br /> for any unlawful purpose or in violation of any federal, state or local law; (v) keep all tangible <br /> Collateral insured in such amounts, against such risks and in such companies as shall be acceptable <br /> to the Secured Party, with loss payable clauses in favor of the Secured Party to the extent of its <br /> interest in form acceptable to the Secured Party(including without limitation a provision for at least <br /> 30 days' prior written notice to the Secured Party of any cancellation or modification of such <br /> insurance), and deliver policies or certificates of such insurance to the Secured Party; (vi) at the <br /> Debtor's chief executive office, keep accurate and complete records pertaining to the Collateral and <br /> the Debtor's financial condition,business and property, and submit to the Secured Party such periodic <br /> reports concerning the Collateral and the Debtor's financial condition, business and property as the <br /> Secured Party may from time to time request; (vii) at all reasonable times permit the Secured Party <br /> and its representatives to examine and inspect any Collateral, and to examine, inspect and copy the <br /> Debtor's records pertaining to the Collateral and the Debtor's financial condition, business and <br /> property; (viii)at the Secured Party's request, promptly execute, endorse and deliver such financing <br /> statements and other instruments, documents, chattel paper and writings and take such other actions <br /> • deemed by the Secured Party to be necessary or desirable to establish, protect, perfect or enforce the <br /> Security Interest and the rights of the Secured Party under this Agreement and applicable law, and <br /> pay all costs of filing financing statements and other writings in all public offices where filing is <br /> deemed by the Secured Party to be necessary or desirable. <br /> 3. COLLECTION RIGHTS. At any time before or after an Event of Default, as defined <br /> hereafter,the Secured Party may, and at the request of the Secured Party the Debtor shall, promptly <br /> notify any account debtor or obligor of any account, instrument, chattel paper, other right to payment <br /> or general intangible constituting Collateral that the same has been assigned to the Secured Party and <br /> direct such account debtor or obligor to make all future payments to the Secured Party. In addition, <br /> at the request of the Secured Party,the Debtor shall deposit in a collateral account designated by the <br /> Secured Party all proceeds constituting Collateral, in their original form received (with any necessary <br /> endorsement),within one business day after receipt of such proceeds by the Debtor. Until the Debtor <br /> makes each such deposit, the Debtor will hold all such proceeds separately in trust for the Secured <br /> Party for deposit in such collateral account, and will not commingle any such proceeds with any other <br /> property. The Debtor shall have no right to withdraw any funds from such collateral account, and <br /> the Debtor shall have no control over such collateral account. Such collateral account and all funds <br /> at any time therein shall constitute Collateral under this Agreement. Before or upon final collection <br /> of any funds in such collateral account, the Secured Party, at its discretion, may release any such <br /> funds to the Debtor or any account of the Debtor or apply any such funds to the Obligations whether <br /> or not then due. Any release of funds to the Debtor or any account of the Debtor shall not prevent <br /> KeesK 995382.1 3. <br />