THE STRATEGIC
ALLIANCE AGREEMENT, THAT:
(A)
GRANTOR SHALL APPEAR IN AND DEFEND ANY ACTION, SUIT OR PROCEEDING
WHICH MAY AFFECT TO A MATERIAL EXTENT ITS TITLE TO, OR RIGHT OR INTEREST IN, OR
SECURED PARTY'S RIGHT OR INTEREST IN, THE
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COLLATERAL, AND SHALL DO AND PERFORM ALL COMMERCIALLY REASONABLE ACTS THAT MAY
BE NECESSARY AND APPROPRIATE TO MAINTAIN, PRESERVE AND PROTECT THE COLLATERAL.
(B)
GRANTOR SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS,
REGULATIONS AND ORDINANCES, AND ALL POLICIES OF INSURANCE, RELATING IN A
MATERIAL WAY TO THE POSSESSION, OPERATION, MAINTENANCE AND CONTROL OF THE
COLLATERAL.
(C)
GRANTOR SHALL GIVE PROMPT WRITTEN NOTICE TO SECURED PARTY (AND IN
ANY EVENT NOT LATER THAN 30 DAYS FOLLOWING ANY CHANGE DESCRIBED BELOW IN THIS
SUBSECTION) OF:
(I) ANY CHANGE IN THE LOCATION OF GRANTOR'S CHIEF EXECUTIVE
OFFICE OR PRINCIPAL PLACE OF BUSINESS; (II) ANY CHANGE IN ITS NAME; (III) ANY
CHANGES IN ITS IDENTITY OR STRUCTURE IN ANY MANNER WHICH MIGHT MAKE ANY
FINANCING STATEMENT FILED HEREUNDER INCORRECT OR MISLEADING; (IV) ANY CHANGE IN
ITS REGISTRATION AS AN ORGANIZATION (OR ANY NEW SUCH REGISTRATION); OR (V) ANY
CHANGE IN ITS JURISDICTION OF ORGANIZATION; PROVIDED THAT GRANTOR SHALL NOT
CHANGE ITS JURISDICTION OF ORGANIZATION TO A JURISDICTION OUTSIDE OF THE UNITED
STATES.
(D)
GRANTOR SHALL KEEP SEPARATE, ACCURATE AND COMPLETE BOOKS AND
RECORDS WITH RESPECT TO THE COLLATERAL, DISCLOSING SECURED PARTY'S SECURITY
INTEREST HEREUNDER.
(E)
GRANTOR SHALL KEEP THE COLLATERAL FREE OF ALL LIENS, EXCEPT
PERMITTED LIENS.
(F)
GRANTOR SHALL PAY AND DISCHARGE ALL TAXES, FEES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT WITH RESPECT TO THE COLLATERAL
PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT TO THE EXTENT SUCH
TAXES, FEES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR LEVIES ARE BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS.
(G)
GRANTOR SHALL MAINTAIN AND PRESERVE ITS LEGAL EXISTENCE, ITS
RIGHTS TO TRANSACT BUSINESS AND ALL OTHER RIGHTS, FRANCHISES AND PRIVILEGES
NECESSARY OR DESIRABLE IN THE NORMAL COURSE OF ITS BUSINESS AND OPERATIONS AND
THE OWNERSHIP OF THE COLLATERAL, EXCEPT IN CONNECTION WITH ANY TRANSACTIONS
EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT.
(H)
GRANTOR SHALL AT ANY REASONABLE TIME AND FROM TIME TO TIME PERMIT
SECURED PARTY TO VISIT THE PREMISES OF GRANTOR AND INSPECT THE COLLATERAL AND TO
EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM THE RECORDS AND BOOKS OF ACCOUNT
OF GRANTOR RELATED TO THE COLLATERAL.
(I)
GRANTOR SHALL (I) NOTIFY SECURED PARTY OF ANY MATERIAL CLAIM MADE
OR ASSERTED AGAINST THE GRANTOR OR THE COLLATERAL BY ANY PERSON AND OF ANY OTHER
EVENT WHICH COULD MATERIALLY ADVERSELY AFFECT THE VALUE OF THE COLLATERAL OR
SECURED PARTY'S LIEN THEREON; (II) FURNISH TO SECURED PARTY SUCH INFORMATION IN
CONNECTION WITH THE COLLATERAL AS SECURED PARTY MAY REASONABLY REQUEST, ALL IN
REASONABLE DETAIL; AND (III) UPON REASONABLE REQUEST OF SECURED PARTY MAKE SUCH
DEMANDS AND REQUESTS FOR INFORMATION AND REPORTS AS GRANTOR IS ENTITLED TO MAKE
IN RESPECT OF THE COLLATERAL.
(J)
AT SUCH TIME AS SECURED PARTY MAKES