SECURITY AGREEMENT
SECURITY AGREEMENT ,
dated as of July 7, 2008 (this "
Agreement ")
made by GREEN SCREEN INTERACTIVE SOFTWARE, INC.
, a
Delaware corporation (the "
Company "),
and the undersigned subsidiaries of the Company (each a "
Grantor "
and collectively and together with the Company the "
Grantors "),
in favor of DRIFTWOOD VENTURES, INC., a Delaware corporation (the
“
Buyer ”).
W I
T N
E S
S E
T H
:
WHEREAS,
the Company and Buyer are parties to the Securities Purchase
Agreement, dated as of even date herewith (as amended,
restated or otherwise modified from time to time, the "
Securities Purchase Agreement "),
pursuant to which the Company shall be required to sell, and the
Buyer shall purchase or have the right to purchase, the "Notes" (as
defined therein) issued pursuant thereto (as such Notes may be
amended, restated, replaced or otherwise modified from time to time
in accordance with the terms thereof, collectively, the "
Notes ");
WHEREAS,
each of the Grantors (other than the Company) (collectively,
the "
Guarantors ")
has executed and delivered a Guaranty dated the date hereof (the
“
Guaranty ”)
in favor of the Buyer, with respect to the Company’s
obligations under the Securities Purchase Agreement, the Notes and
the Transaction Documents (as defined below); and
WHEREAS,
it is a condition precedent to the Buyer entering into the
Securities Purchase Agreement that the Grantors shall have
executed and delivered to the Buyer this Agreement providing
for the grant to the Buyer of a security interest in all
personal property of each Grantor to secure all of the
Company's obligations under the Securities Purchase Agreement,
the "Notes", the “Transaction Documents” (as
defined in the Securities Purchase Agreement) (the
“
Transaction Documents ”)
and the Guarantors’ obligations under the
Guaranty;
NOW,
THEREFORE, in consideration of the premises and the agreements
herein and in order to induce the Buyer to perform under the
Securities Purchase Agreement, each Grantor agrees with the
Buyer, as follows:
SECTION
1.
Definitions.
(a)
Reference
is hereby made to the Securities Purchase Agreement and the
Notes for a statement of the terms thereof. All terms used in
this Agreement and the recitals hereto which are defined in
the Securities Purchase Agreement, the Notes or in Articles 8
or 9 of the Uniform Commercial Code as in effect from time to
time in the State of New York (the "
Code "),
and which are not otherwise defined herein shall have the same
meanings herein as set forth therein;
provided that
terms used herein which are defined in the Code as in
effect
in the State of New York on the date hereof shall continue to have
the same meaning notwithstanding any replacement or amendment of
such statute except as the Buyer may otherwise
determine.
(b)
The
following terms shall have the respective meanings provided
for in the Code: "Accounts", "Cash Proceeds", "Chattel Paper",
"Commercial Tort Claim", "Commodity Account", "Commodity
Contracts", "Deposit Account", "Documents", "Equipment",
"Fixtures", "General Intangibles", "Goods", "Instruments",
"Inventory", "Investment Property", "Letter-of-Credit Rights",
"Noncash Proceeds", "Payment Intangibles", "Proceeds",
"Promissory Notes", "Security", "Record", "Security Account",
"Software", and "Supporting Obligations" .
(c)
As
used in this Agreement, the following terms shall have the
respective meanings indicated below, such meanings to be
applicable equally to both the singular and plural forms of
such terms:
"
Copyright Licenses "
means all licenses, contracts or other agreements, whether written
or oral, naming any Grantor as licensee or licensor and providing
for the grant of any right to use or sell any works covered by any
copyright (including, without limitation, all Copyright Licenses
set forth in
Schedule II hereto).
"
Copyrights "
means all domestic and foreign copyrights, whether registered or
not, including, without limitation, all copyright rights throughout
the universe (whether now or hereafter arising) in any and all
media (whether now or hereafter developed), in and to all original
works of authorship fixed in any tangible medium of expression,
acquired or used by any Grantor (including, without limitation, all
copyrights described in
Schedule II hereto),
all applications, registrations and recordings thereof (including,
without limitation, applications, registrations and recordings in
the United States Copyright Office or in any similar office or
agency of the United States or any other country or any political
subdivision thereof), and all reissues, divisions, continuations,
continuations in part and extensions or renewals
thereof.
"
Event of
Default "
shall have the meaning set forth in the Notes.
"
Insolvency Proceeding "
means any proceeding commenced by or against any Person under any
provision of the Bankruptcy Code (Chapter 11 of Title 11 of
the United States Code) or under any other bankruptcy or insolvency
law, assignments for the benefit of creditors, formal or informal
moratoria, compositions, or extensions generally with creditors, or
proceedings seeking reorganization, arrangement, or other similar
relief.
"
Intellectual Property "
means the Copyrights, Trademarks and Patents.
"
Licenses "
means the Copyright Licenses, the Trademark Licenses and the Patent
Licenses.
"
Lien "
means any mortgage, deed of trust, pledge, lien (statutory or
otherwise), security interest, charge or other encumbrance or
security or preferential arrangement of any nature, including,
without limitation, any conditional sale or title retention
arrangement, any capitalized lease and any assignment, deposit
arrangement or financing lease intended as, or having the effect
of, security.
"
Patent Licenses "
means all licenses, contracts or other agreements, whether written
or oral, naming any Grantor as licensee or licensor and providing
for the grant of any right to manufacture, use or sell any
invention covered by any Patent (including, without limitation, all
Patent Licenses set forth in
Schedule II hereto).
"
Patents "
means all domestic and foreign letters patent, design patents,
utility patents, industrial designs, inventions, trade secrets,
ideas, concepts, methods, techniques, processes, proprietary
information, technology, know-how, formulae, rights of publicity
and other general intangibles of like nature, now existing or
hereafter acquired (including, without limitation, all domestic and
foreign letters patent, design patents, utility patents, industrial
designs, inventions, trade secrets, ideas, concepts, methods,
techniques, processes, proprietary information, technology,
know-how and formulae described in
Schedule II hereto),
all applications, registrations and recordings thereof (including,
without limitation, applications, registrations and recordings in
the United States Patent and Trademark Office, or in any similar
office or agency of the United States or any other country or any
political subdivision thereof), and all reissues, divisions,
continuations, continuations in part and extensions or renewals
thereof.
"
Trademark Licenses "
means all licenses, contracts or other agreements, whether written
or oral, naming any Grantor as licensor or licensee and providing
for the grant of any right concerning any Trademark, together with
any goodwill connected with and symbolized by any such trademark
licenses, contracts or agreements and the right to prepare for sale
or lease and sell or lease any and all Inventory now or hereafter
owned by any Grantor and now or hereafter covered by such licenses
(including, without limitation, all Trademark Licenses described
in
Schedule II hereto).
"
Trademarks "
means all domestic and foreign trademarks, service marks,
collective marks, certification marks, trade names, business names,
d/b/a's, Internet domain names, trade styles, designs, logos and
other source or business identifiers and all general intangibles of
like nature, now or hereafter owned, adopted, acquired or used by
any Grantor (including, without limitation, all domestic and
foreign trademarks, service marks, collective marks, certification
marks, trade names, business names, d/b/a's, Internet domain names,
trade styles, designs, logos and other source or business
identifiers described in
Schedule II hereto),
all applications, registrations and recordings thereof (including,
without limitation, applications, registrations and recordings in
the United States Patent and Trademark Office or in any similar
office or agency of the United States, any state thereof or any
other country or any political subdivision thereof), and all
reissues, extensions or renewals thereof, together with all
goodwill of the business symbolized by such marks and all customer
lists, formulae and other Records of any Grantor relating to the
distribution of products and services in connection with which any
of such marks are used.
SECTION
2.
Grant of Security Interest. As
collateral security for all of the "Obligations" (as defined
in
Section 3 hereof),
each Grantor hereby pledges and assigns to the Buyer, and grants to
the Buyer a continuing security interest in, all personal property
of each Grantor, wherever located and whether now or hereafter
existing and whether now owned or hereafter acquired, of every kind
and description, tangible or intangible (collectively, the "
Collateral "),
including, without limitation, the following:
(a)
all
Accounts;
(b)
all
Chattel Paper (whether tangible or electronic);
(c)
the
Commercial Tort Claims specified on
Schedule VI hereto;
(d)
all
Deposit Accounts, all cash, and all other property from time
to time deposited therein and the monies and property in the
possession or under the control of the Buyer or any affiliate,
representative, agent or correspondent of the Buyer;
(e)
all
Documents;
(f)
all
Equipment;
(g)
all
Fixtures;
(h)
all
General Intangibles (including, without limitation, all
Payment Intangibles);
(i)
all
Goods;
(j)
all
Instruments (including, without limitation, Promissory Notes
and each certificated Security);
(k)
all
Inventory;
(l)
all
Investment Property;
(m)
all
Copyrights, Patents and Trademarks, and all
Licenses;
(n)
all
Letter-of-Credit Rights;
(o)
all
Supporting Obligations;
(p)
all
other tangible and intangible personal property of each
Grantor (whether or not subject to the Code), including,
without limitation, all bank and other accounts and all cash
and all investments therein, all proceeds, products,
offspring, accessions, rents, profits, income, benefits,
substitutions and replacements of and to any of the property
of any Grantor described in the preceding clauses of
this
Section 2 (including,
without limitation, any proceeds of insurance thereon and all
causes of action, claims and warranties now or hereafter held by
each Grantor in respect of any of the items listed above), and all
books, correspondence, files and other Records, including, without
limitation, all tapes, desks, cards, Software, data and computer
programs in the possession or under the control of any Grantor or
any other Person from time to time acting for any Grantor that at
any time evidence or contain information relating to any of the
property described in the preceding clauses of this
Section 2 or
are otherwise necessary or helpful in the collection or realization
thereof; and
(q)
all
Proceeds, including all Cash Proceeds and Noncash Proceeds,
and products of any and all of the foregoing
Collateral;
in
each case howsoever any Grantor's interest therein may arise
or appear (whether by ownership, security interest, claim or
otherwise).
SECTION
3.
Security for Obligations .
The security interest created hereby in the Collateral constitutes
continuing collateral security for all of the following
obligations, whether now existing or hereafter incurred
(collectively, the "
Obligations "):
(a)
(i)
the payment by the Company, as and when due and payable (by
scheduled maturity, required prepayment, acceleration, demand
or otherwise), of all amounts from time to time owing by it in
respect of the Securities Purchase Agreement, the Notes and
the other "
Transaction Documents "
(as defined in the Securities Purchase Agreement), and (ii) in the
case of the Guarantors, the payment by each of the Guarantors, as
and when due and payable of all "Guaranteed Obligations" under (as
defined in) the Guaranty, including, without limitation, in both
cases, (A) all principal of and interest on the Notes (including,
without limitation, all interest that accrues after the
commencement of any Insolvency Proceeding of any Grantor, whether
or not the payment of such interest is unenforceable or is not
allowable due to the existence of such Insolvency Proceeding), and
(B) all fees, commissions, expense reimbursements, indemnifications
and all other amounts due or to become due under any of the
Transaction Documents; and
(b)
the
due performance and observance by each Grantor of all of its
other obligations from time to time existing in respect of any
of the Transaction Documents, for so long as the Notes are
outstanding.
SECTION
4.
Representations and Warranties. Each
Grantor represents and warrants as follows:
(a)
Schedule I hereto
sets forth (i) the exact legal name of the Grantors, and (ii) the
organizational identification number of each Grantor or states that
no such organizational identification number exists.
(b)
There
is no pending or written notice threatening any action, suit,
proceeding or claim affecting any Grantor before any
governmental authority or any arbitrator, or any order,
judgment or award by any governmental authority or arbitrator,
that may adversely affect the grant by any Grantor, or the
perfection, of the security interest purported to be created
hereby in the Collateral, or the exercise by the Buyer of any
of its rights or remedies hereunder.
(c)
All
Federal, state and local tax returns and other reports
required by applicable law to be filed by any Grantor have
been filed, or extensions have been obtained, and all taxes,
assessments and other governmental charges imposed upon any
Grantor or any property of any Grantor (including, without
limitation, all federal income and social security taxes on
employees' wages) and which have become due and payable on or
prior to the date hereof have been paid, except to the extent
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 have been set aside for the payment thereof in
accordance with generally accepted accounting principles
consistently applied ("
GAAP ").
(d)
All
Equipment, Fixtures, Goods and Inventory of each Grantor now
existing are, and all Equipment, Fixtures, Goods and Inventory
of each Grantor hereafter existing will be, located and/or
based at the addresses specified therefor in
Schedule III hereto,
except that each Grantor will give the Buyer not less than 30 days'
prior written notice of any change of the location of any such
Collateral, other than to locations set forth on
Schedule III and
with respect to which the Buyer has filed financing statements and
otherwise fully perfected its Liens thereon. Each Grantor's chief
place of business and chief executive office, the place where each
Grantor keeps its Records concerning Accounts and all originals of
all Chattel Paper are located at the addresses specified therefor
in
Schedule III hereto.
None of the Accounts is evidenced by Promissory Notes or other
Instruments. Set forth in
Schedule IV hereto
is a complete and accurate list, as of the date of this Agreement,
of (i) each Promissory Note, Security and other Instrument owned by
each Grantor and (ii) each Deposit Account, Securities Account and
Commodities Account of each Grantor, together with the name and
address of each institution at which each such Account is
maintained, the account number for each such Account and a
description of the purpose of each such Account. Set forth
in
Schedule II hereto
is a complete and correct list of each trade name used by each
Grantor and the name of, and each trade name used by, each person
from which each Grantor has acquired any substantial part of the
Collateral.
(e)
Each
Grantor has delivered to the Buyer complete and correct copies
of each License described in
Schedule II hereto,
including all schedules and exhibits thereto, which represents all
of the Licenses existing on the date of this Agreement. Each such
License sets forth the entire agreement and understanding of the
parties thereto relating to the subject matter thereof, and there
are no other agreements, arrangements or understandings, written or
oral, relating to the matters covered thereby or the rights of each
Grantor or any of its affiliates in respect thereof. Each material
License now existing is, and any material License entered into in
the future will be, the legal, valid and binding obligation of the
parties thereto, enforceable against such parties in accordance
with its terms. No default under any material License by any such
party has occurred, nor does any defense, offset, deduction or
counterclaim exist thereunder in favor of any such
party.
(f)
Each
Grantor owns and controls, or otherwise possesses adequate
rights to use, all Trademarks, Patents and Copyrights, which
are the only trademarks, patents, copyrights, inventions,
trade secrets, proprietary information and technology,
know-how, formulae, rights of publicity necessary to conduct
its business in substantially the same manner as conducted as
of the date hereof.
Schedule II hereto
sets forth a true and complete list of all registered copyrights,
issued Patents, Trademarks, and Licenses annually owned or used by
each Grantor as of the date hereof. To the best knowledge of the
Grantors, all such Intellectual Property of each Grantor is
subsisting and in full force and effect, has not been adjudged
invalid or unenforceable, is valid and enforceable and has not been
abandoned in whole or in part. Except as set forth in Schedule II,
no such Intellectual Property is the subject of any licensing or
franchising agreement. Each Grantor has no knowledge of any
conflict with the rights of others to any Intellectual Property
and, to the best knowledge of the Grantors, each Grantor is not now
infringing or in conflict with any such rights of others in any
material respect, and to the best knowledge of the Grantors, no
other Person is now infringing or in conflict in any material
respect with any such properties, assets and rights owned or used
by each Grantor. No Grantor has received any notice that it is
violating or has violated the trademarks, patents, copyrights,
inventions, trade secrets, proprietary information and technology,
know-how, formulae, rights of publicity or other intellectual
property rights of any third party.
(g)
Each
Grantor is and will be at all times the sole and exclusive
owner of, or otherwise has and will have adequate rights in,
the Collateral free and clear of any Liens, except for
Permitted Liens on any Collateral. No effective financing
statement or other instrument similar in effect covering all
or any part of the Collateral is on file in any recording or
filing office except such as may have been filed in favor of
the Buyer relating to this Agreement.
(h)
The
exercise by the Buyer of any of its rights and remedies
hereunder will not contravene any law or any contractual
restriction binding on or otherwise affecting each Grantor or
any of its properties and will not result in or require the
creation of any Lien, upon or with respect to any of its
properties.
(i)
No
authorization or approval or other action by, and no notice to
or filing with, any governmental authority or other regulatory
body, or any other Person, is required for (i) the grant
by each Grantor, or the perfection, of the security interest
purported to be created hereby in the Collateral, or
(ii) the exercise by the Buyer of any of its rights and
remedies hereunder, except (A) for the filing under the
Uniform Commercial Code as in effect in the applicable
jurisdiction of the financing statements, all of which
financing statements, have been duly filed and are in full
force and effect, (B) with respect to the perfection of
the security interest created hereby in the Intellectual
Property, for the recording of the appropriate Assignment for
Security, substantially in the form of
Exhibit A hereto,
as applicable, in the United States Patent and Trademark Office or
the United States Copyright Office, as applicable, and
(C) with respect to the perfection of the security interest
created hereby in foreign Intellectual Property and Licenses, for
registrations and filings in jurisdictions located outside of the
United States and covering rights in such jurisdictions relating to
the Intellectual Property and Licenses.
(j)
This
Agreement creates in favor of the Buyer a legal, valid and
enforceable security interest in the Collateral, as security
for the Obligations. The Buyer's having possession of all
Instruments and cash constituting Collateral from time to time
(or with respect to deposit accounts, entering into
appropriate control agreements), the recording of the
appropriate Assignment for Security executed pursuant hereto
in the United States Patent and Trademark Office and the
United States Copyright Office, the execution of appropriate
assignments of Letter of Credit Rights, as applicable, and the
filing of the financing statements and the other filings and
recordings, as applicable, described in
Schedule V hereto
and, with respect to the Intellectual Property hereafter existing
and not covered by an appropriate Assignment for Security, the
recording in the United States Patent and Trademark Office or the
United States Copyright Office, as applicable, of appropriate
instruments of assignment, result in the perfection of such
security interests. Such security interests are, or in the case of
Collateral in which each Grantor obtains rights after the date
hereof, will be, perfected, first priority security interests,
subject only to Permitted Liens and the recording of such
instruments of assignment. Such recordings and filings and all
other action necessary or desirable to perfect and protect such
security interest have been or will be duly taken, except for the
Buyer's having possession of Instruments and cash constituting
Collateral after the date hereof and the other filings and
recordations described in
Section 4(l) hereof.
(k)
As
of the date hereof, no Grantor holds any Commercial Tort
Claims nor is aware of any such pending claims, except for
such claims described in
Schedule VI .
SECTION
5.
Covenants as to the Collateral .
So long as any of the Obligations shall remain outstanding, unless
the Buyer shall otherwise consent in writing:
(a)
Further Assurances .
Each Grantor will at its expense, at any time and from time to
time, promptly execute and deliver all further instruments and
documents and take all further action that the Buyer may reasonably
request in order to: (i) perfect and protect the security
interest purported to be created hereby; (ii) enable the Buyer
to exercise and enforce its rights and remedies hereunder in
respect of the Collateral; or (iii) otherwise effect the
purposes of this Agreement, including, without limitation:
(A) marking conspicuously all Chattel Paper and each License
and, at the request of the Buyer, each of its Records pertaining to
the Collateral with a legend, in form and substance satisfactory to
the Buyer, indicating that such Chattel Paper, License or
Collateral is subject to the security interest created hereby,
(B) delivering and pledging to the Buyer hereunder each
Promissory Note, Security, Chattel Paper or other Instrument, now
or hereafter owned by any Grantor, duly endorsed and accompanied by
executed instruments of transfer or assignment, all in form and
substance satisfactory to the Buyer, (C) executing and filing
(to the extent, if any, that any Grantor's signature is required
thereon) or authenticating the filing of, such financing or
continuation statements, or amendments thereto, as may be necessary
or desirable or that the Buyer may request in order to perfect and
preserve the security interest purported to be created hereby,
(D) furnishing to the Buyer from time to time statements and
schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral in each case
as the Buyer may reasonably request, all in reasonable detail,
(E) if any Collateral shall be in the possession of a third
party, notifying such Person of the Buyer's security interest
created hereby and obtaining a written acknowledgment from such
Person that such Person holds possession of the Collateral
for
the benefit of the Buyer, which such written acknowledgement shall
be in form and substance satisfactory to the Buyer, (F) if at
any time after the date hereof, any Grantor acquires or holds any
Commercial Tort Claim, promptly notifying the Buyer in a writing
signed by such Grantor setting forth a brief description of such
Commercial Tort Claim and granting to the Buyer a security interest
therein and in the proceeds thereof, which writing shall
incorporate the provisions hereof and shall be in form and
substance satisfactory to the Buyer, (G) upon the acquisition
after the date hereof by any Grantor of any motor vehicle or other
Equipment subject to a certificate of title or ownership (other
than a Motor Vehicle or Equipment that is subject to a purchase
money security interest), causing the Buyer to be listed as the
lienholder on such certificate of title or ownership and delivering
evidence of the same to the Buyer 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 on
Schedule III hereto, or, at such other locations in the United
States, provided that within 10 days following the relocation of
Equipment or Inventory to such other location, Grantor shall
deliver to the Buyer a new Schedule II indicating such new
location.
(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 any 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 Buyer may request to such end. Any Grantor
will promptly furnish to the Buyer a statement describing in
reasonable detail any such loss or damage in excess of
$250,000
per
occurrence 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 Buyer. To the extent requested by the Buyer at any time
and from time to time, each such policy for liability
insurance shall provide for all losses to be paid on behalf of
the Buyer and any 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 Buyer. To the extent requested by the Buyer at any
time and from time to time, each such policy shall in addition
(A) name the Buyer as an additional insured party thereunder
(without any representation or warranty by or obligation upon
the Buyer) as their interests may appear, (B) contain an
agreement by the insurer that any loss thereunder shall be
payable to the Buyer on its own account notwithstanding any
action, inaction or breach of representation or warranty by
any Grantor, (C) provide that there shall be no recourse
against the Buyer for payment of premiums or other amounts
with respect thereto, and (D) provide that at least 30 days'
prior written notice of cancellation, lapse, expiration or
other adverse change shall be given to the Buyer by the
insurer. Any Grantor will, if so requested by the Buyer,
deliver to the Buyer original or duplicate policies of such
insurance and, as often as the Buyer may reasonably request, a
report of a reputable insurance broker with respect to such
insurance. Any Grantor will also, at the request of the Buyer,
execute and deliver instruments of assignment of such
insurance policies and cause the respective insurers to
acknowledge notice of such assignment.
(ii)
Reimbursement
under any liability insurance maintained by any Grantor
pursuant to this
Section 5(e) may
be paid directly to the Person who shall have incurred liability
covered by such insurance. In the case of any loss involving damage
to Equipment or Inventory, any proceeds of insurance maintained by
any Grantor pursuant to this
Section 5(e) shall
be paid to the Buyer (except as to which paragraph (iii) of
this
Section 5(e) is
not applicable), any Grantor will make or cause to be made the
necessary repairs to or replacements of such Equipment or
Inventory, and any proceeds of insurance maintained by any Grantor
pursuant to this
Section 5(e) shall
be paid by the Buyer to any Grantor as reimbursement for the costs
of such repairs or replacements.
(iii)
All
insurance payments in respect of such Equipment or Inventory
shall be paid to the Buyer and applied as specified in
Section 7(b) hereof.
(f)
Provisions Concerning the Accounts and the Licenses
.
(i)
Any
Grantor will (A) give the Buyer at least 30 days' prior
written notice of any
