PROCEEDING, OR SUCH
INDEMNITEE'S OBTAINING KNOWLEDGE OF THE OCCURRENCE OF ANY EVENT, GIVING RISE TO
A CLAIM FOR INDEMNIFICATION HEREUNDER, PROVIDED THAT THE FAILURE TO GIVE SUCH
NOTICE SHALL NOT INVALIDATE OR OTHERWISE IMPAIR THE RIGHTS OF THE INDEMNITEE TO
INDEMNIFICATION UNDER THIS SECTION 5(D) OR RESULT IN ANY LIABILITY OF SUCH
INDEMNITEE, THE AGENT OR ANY LENDER TO ANY CREDIT PARTY OR ANY OTHER PERSON.
ALL SUCH OBLIGATIONS OF THE GRANTORS SHALL BE AND REMAIN ENFORCEABLE AGAINST AND
ONLY AGAINST GRANTOR AND SHALL NOT BE ENFORCEABLE AGAINST AGENT OR ANY LENDER.
(E)
COMPLIANCE WITH TERMS OF ACCOUNTS, ETC.
IN
ALL MATERIAL RESPECTS, GRANTOR WILL PERFORM AND COMPLY WITH ALL OBLIGATIONS IN
RESPECT OF THE COLLATERAL AND ALL OTHER AGREEMENTS TO WHICH IT IS A PARTY OR BY
WHICH IT IS BOUND RELATING TO THE COLLATERAL.
(F)
LIMITATION ON LIENS ON COLLATERAL.
GRANTOR WILL NOT CREATE, PERMIT OR SUFFER TO EXIST, AND EACH GRANTOR WILL DEFEND
THE COLLATERAL AGAINST, AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE,
ANY LIEN ON THE COLLATERAL EXCEPT PERMITTED ENCUMBRANCES, AND WILL DEFEND THE
RIGHT, TITLE AND INTEREST OF AGENT AND LENDERS IN AND TO ANY OF SUCH GRANTOR'S
RIGHTS UNDER THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS
WHOMSOEVER, OTHER THAN HOLDERS OF PERMITTED ENCUMBRANCES.
(G)
LIMITATIONS ON DISPOSITION.
NO GRANTOR WILL
SELL, LICENSE, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY OF THE COLLATERAL, OR
ATTEMPT OR CONTRACT TO DO SO, EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT.
(H)
FURTHER IDENTIFICATION OF COLLATERAL.
EACH
GRANTOR WILL, IF SO REQUESTED BY AGENT, FURNISH TO AGENT, AS OFTEN AS AGENT
REASONABLY REQUESTS, STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING
THE COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS AGENT
MAY REASONABLY REQUEST, ALL IN SUCH DETAIL AS AGENT MAY REASONABLY SPECIFY.
(I)
NOTICES.
EACH GRANTOR WILL ADVISE AGENT
PROMPTLY, IN REASONABLE DETAIL, (I) OF ANY LIEN (OTHER THAN PERMITTED
ENCUMBRANCES) OR CLAIM MADE OR ASSERTED AGAINST ANY OF THE COLLATERAL, AND
(II) OF THE OCCURRENCE OF ANY OTHER EVENT WHICH WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE AGGREGATE VALUE OF THE COLLATERAL OR ON THE LIENS CREATED
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(J)
GOOD STANDING CERTIFICATES.
NOT MORE
FREQUENTLY THAN ONCE DURING EACH CALENDAR QUARTER, GRANTOR SHALL, UNLESS AGENT
SHALL OTHERWISE CONSENT, PROVIDE TO AGENT A CERTIFICATE OF GOOD STANDING FROM
ITS STATE OF INCORPORATION OR ORGANIZATION.
(K)
NO REINCORPORATION.
EXCEPT FOR THE
REORGANIZATION EXPRESSLY DESCRIBED IN AND PERMITTED UNDER THE CREDIT AGREEMENT
IN CONNECTION WITH THE PERMITTED RESTRUCTURING, GRANTOR SHALL NOT REINCORPORATE
OR REORGANIZE ITSELF UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THE
JURISDICTION IN WHICH IT IS INCORPORATED OR ORGANIZED AS OF THE DATE HEREOF
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT.
(L)
TERMINATIONS; AMENDMENTS NOT
AUTHORIZED.
EACH GRANTOR ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY
FINANCING STATEMENT OR AMENDMENT OR TERMINATION STATEMENT
15
WITH RESPECT TO ANY FINANCING STATEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
AGENT AND AGREES THAT