THE EVENT THAT ANY OF THE PATENT, TRADEMARK
OR COPYRIGHT COLLATERAL IS INFRINGED UPON, OR MISAPPROPRIATED OR DILUTED BY A
THIRD PARTY, GRANTOR SHALL COMPLY WITH SECTION 5(A)(IX) OF THIS SECURITY
AGREEMENT.
GRANTOR SHALL, UNLESS IT SHALL REASONABLY DETERMINE THAT SUCH
PATENT, TRADEMARK OR COPYRIGHT COLLATERAL IS IN NO WAY MATERIAL TO THE CONDUCT
OF ITS BUSINESS OR OPERATIONS, PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION
OR DILUTION AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, AND SHALL TAKE SUCH OTHER ACTIONS AS AGENT SHALL
DEEM APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH PATENT, TRADEMARK OR
COPYRIGHT COLLATERAL.
(D)
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.
(E)
LIMITATION ON LIENS ON COLLATERAL.
GRANTOR
WILL NOT CREATE, PERMIT OR SUFFER TO EXIST, AND WILL DEFEND THE COLLATERAL
AGAINST, AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE, ANY LIEN ON ANY
OF THE COLLATERAL EXCEPT PERMITTED ENCUMBRANCES, AND WILL DEFEND THE RIGHT,
TITLE AND INTEREST OF AGENT AND LENDERS IN AND TO ANY OF GRANTOR'S RIGHTS UNDER
THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
(F)
FURTHER IDENTIFICATION OF COLLATERAL.
GRANTOR WILL FURNISH TO AGENT, FROM TIME TO TIME UPON REQUEST BY AGENT,
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 REASONABLE DETAIL.
GRANTOR SHALL PROMPTLY NOTIFY AGENT IN
WRITING UPON ACQUIRING ANY INTEREST HEREAFTER IN PROPERTY THAT IS OF A TYPE
WHERE A SECURITY INTEREST OR LIEN MUST BE OR MAY BE REGISTERED, RECORDED OR
FILED UNDER, OR NOTICE THEREOF GIVEN UNDER, ANY FEDERAL STATUTE OR REGULATION.
(G)
NOTICES.
GRANTOR WILL ADVISE AGENT
PROMPTLY, IN REASONABLE DETAIL, (I) OF ANY LIEN (OTHER THAN PERMITTED
ENCUMBRANCES) OR CLAIM MADE OR ASSERTED AGAINST ANY MATERIAL PORTION OF THE
COLLATERAL, AND (II) OF THE OCCURRENCE OF ANY OTHER EVENT WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE AGGREGATE VALUE OF THE
COLLATERAL OR ON THE LIENS CREATED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
10
(H)
GOOD STANDING CERTIFICATES.
IF AND WHENEVER
REASONABLY REQUESTED BY AGENT, GRANTOR SHALL PROVIDE TO AGENT A CERTIFICATE OF
GOOD STANDING FROM ITS STATE OF INCORPORATION OR ORGANIZATION.
(I)
ORGANIZATIONAL/COLLATERAL LOCATION
CHANGES; NO REINCORPORATION.
GRANTOR WILL GIVE AGENT AT LEAST FIVE (5) BUSINESS
DAYS' PRIOR WRITTEN NOTICE OF ANY CHANGE REQUIRED TO BE MADE TO SCHEDULE III
HERETO, TO THE EXTENT NEEDED TO MAKE SAID SCHEDULE III UP TO DATE AND ACCURATE.
WITHOUT LIMITING THE PROHIBITIONS ON MERGERS INVOLVING THE GRANTOR CONTAINED IN
THE CREDIT AGREEMENT, 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 AT LEAST FIVE (5)
BUSINESS DAY'S