assignment, all in
form and substance satisfactory to the Secured Parties; and (iii) authenticate
(if necessary) and file such financing or continuation statements, or amendments
thereto, and such other instruments, notices or other records, as may be
necessary, or as the Secured Parties may request, in order to perfect and
preserve the security interest granted or purported to be granted hereby.
SECTION 10.
Covenants as to Equipment, Inventory and Intellectual Property.
Each of the Grantors shall:
(A)
KEEP ITS EQUIPMENT AND INVENTORY (OTHER THAN ITS INVENTORY SOLD IN
THE ORDINARY COURSE OF BUSINESS) AT THE PLACES THEREFOR SPECIFIED IN SCHEDULE I
HERETO OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE SECURED PARTIES, AT SUCH
OTHER PLACES IN JURISDICTIONS WHERE ALL ACTION REQUIRED BY SECTION 9 HEREOF
SHALL HAVE BEEN TAKEN WITH RESPECT TO ITS EQUIPMENT AND INVENTORY;
(B)
PERMIT THE SECURED PARTIES OR ANY AGENT THEREOF TO HAVE ACCESS TO
ITS INVENTORY AND EQUIPMENT FOR PURPOSES OF INSPECTION DURING NORMAL BUSINESS
HOURS AND UPON REASONABLE NOTICE TO SUCH GRANTOR;
(C)
PROMPTLY NOTIFY THE SECURED PARTIES IN WRITING OF ANY MATERIAL
LOSS OR DAMAGE TO ITS INVENTORY OR EQUIPMENT;
12
(D)
EXCEPT FOR COLLATERAL SECURING A PURCHASE-MONEY OBLIGATION
INCURRED IN COMPLIANCE WITH SECTION 9-103 OF THE UCC, NOT PERMIT ITS EQUIPMENT
TO BECOME A PART OF OR TO BE AFFIXED TO ANY REAL PROPERTY OF ANY PERSON;
(E)
PROTECT, DEFEND AND MAINTAIN THE VALIDITY AND ENFORCEABILITY OF
THE INTELLECTUAL PROPERTY, USE ITS REASONABLE BEST EFFORTS TO DETECT
INFRINGEMENTS OF THE INTELLECTUAL PROPERTY, PROMPTLY ADVISE THE SECURED PARTIES
IN WRITING OF MATERIAL INFRINGEMENTS DETECTED, AND NOT ALLOW ANY INTELLECTUAL
PROPERTY TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE
WRITTEN CONSENT OF THE SECURED PARTIES, WHICH SHALL NOT BE UNREASONABLY
WITHHELD, UNLESS SUCH GRANTOR DETERMINES THAT REASONABLE BUSINESS PRACTICES
SUGGEST THAT ABANDONMENT IS APPROPRIATE; AND
(F)
ADVISE THE SECURED PARTIES OF ALL ITS TRADEMARKS, PATENTS AND
COPYRIGHTS, OR APPLICATIONS FOR OR REGISTRATION OF THE SAME, CREATED OR OBTAINED
BY SUCH GRANTOR ON OR AFTER THE DATE OF THIS AGREEMENT.
SECTION 11.
COVENANTS AS TO ACCOUNTS RECEIVABLE. (A)
EACH OF THE GRANTORS
SHALL KEEP ITS PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE AND THE
OFFICE WHERE IT KEEPS ITS RECORDS CONCERNING ITS ACCOUNTS RECEIVABLE, AT THE
LOCATION THEREFOR SPECIFIED IN SCHEDULE I HERETO OR, UPON 30 DAYS' PRIOR WRITTEN
NOTICE TO THE SECURED PARTIES, AT SUCH OTHER LOCATIONS IN A JURISDICTION WHERE
ALL ACTION REQUIRED BY SECTION 9 SHALL HAVE BEEN TAKEN WITH RESPECT TO ITS
ACCOUNTS RECEIVABLE. SUCH GRANTOR SHALL HOLD AND PRESERVE SUCH RECORDS AND WILL
PERMIT REPRESENTATIVES OF THE SECURED PARTIES TO INSPECT AND MAKE ABSTRACTS FROM
SUCH RECORDS UPON REASONABLE NOTICE TO SUCH GRANTOR AND DURING NORMAL BUSINESS
HOURS.
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SUBSECTION (B), SUBJECT TO
THE RIGHTS OF SILICON, EACH GRANTOR SHALL CONTINUE TO COLLECT, AT ITS OWN
EXPENSE, ALL AMOUNTS DUE OR TO BECOME DUE TO SUCH GRANTOR UNDER ITS ACCOUNTS
RECEIVABLE. IN CONNECTION WITH SUCH COLLECTIONS, SUCH