THIS AGREEMENT DOES NOT
CONFLICT WITH OR CAUSE A BREACH OR DEFAULT, OR AN EVENT THAT WITH OR WITHOUT THE
PASSAGE OF TIME OR NOTICE, SHALL CONSTITUTE A BREACH OR DEFAULT, UNDER ANY
AGREEMENT TO WHICH THE COMPANY IS A PARTY OR BY WHICH THE COMPANY IS BOUND.
NO
CONSENT (INCLUDING, WITHOUT LIMITATION, FROM STOCK HOLDERS OR CREDITORS OF THE
COMPANY) IS REQUIRED FOR THE COMPANY TO ENTER INTO AND PERFORM ITS OBLIGATIONS
HEREUNDER.
(H)
THE COMPANY HEREBY AGREES TO DEFEND THE SECURITY INTEREST AGAINST
ANY AND ALL PERSONS, SUBJECT TO ANY CURRENTLY EXISTING SENIOR SECURITY
INTERESTS.
THE COMPANY SHALL SAFEGUARD AND PROTECT ALL COLLATERAL FOR THE
ACCOUNT OF THE SECURED PARTY.
AT THE REQUEST OF THE SECURED PARTY, THE COMPANY
WILL SIGN AND DELIVER TO THE SECURED PARTY AT ANY TIME OR FROM TIME TO TIME ONE
OR MORE FINANCING STATEMENTS PURSUANT TO THE UCC (OR ANY OTHER APPLICABLE
STATUTE) IN FORM REASONABLY SATISFACTORY TO THE SECURED PARTY AND WILL PAY THE
COST OF FILING THE SAME IN ALL PUBLIC OFFICES WHEREVER FILING IS, OR IS DEEMED
BY THE SECURED PARTY TO BE, NECESSARY OR DESIRABLE TO EFFECT THE RIGHTS AND
OBLIGATIONS PROVIDED FOR HEREIN. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE COMPANY SHALL PAY ALL FEES, TAXES AND OTHER AMOUNTS NECESSARY TO
MAINTAIN THE COLLATERAL AND THE SECURITY INTEREST HEREUNDER, AND THE COMPANY
SHALL OBTAIN AND FURNISH TO THE SECURED PARTY FROM TIME TO TIME, UPON DEMAND,
SUCH RELEASES AND/OR SUBORDINATIONS OF CLAIMS AND LIENS WHICH MAY BE REQUIRED TO
MAINTAIN THE PRIORITY OF THE SECURITY INTEREST HEREUNDER.
(I)
THE COMPANY WILL NOT TRANSFER, PLEDGE, HYPOTHECATE, ENCUMBER,
LICENSE (EXCEPT FOR NON-EXCLUSIVE LICENSES GRANTED BY THE COMPANY IN THE
ORDINARY COURSE OF BUSINESS), SELL OR OTHERWISE DISPOSE OF ANY OF THE COLLATERAL
WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY.
(J)
THE COMPANY SHALL KEEP AND PRESERVE ITS EQUIPMENT, INVENTORY AND
OTHER TANGIBLE COLLATERAL IN GOOD CONDITION, REPAIR AND ORDER AND SHALL NOT
OPERATE OR LOCATE ANY SUCH COLLATERAL (OR CAUSE TO BE OPERATED OR LOCATED) IN
ANY AREA EXCLUDED FROM INSURANCE COVERAGE.
(K)
THE COMPANY SHALL, WITHIN TEN (10) DAYS OF OBTAINING KNOWLEDGE
THEREOF, ADVISE THE SECURED PARTY PROMPTLY, IN SUFFICIENT DETAIL, OF ANY
SUBSTANTIAL CHANGE IN THE COLLATERAL, AND OF THE OCCURRENCE OF ANY EVENT WHICH
WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF THE COLLATERAL OR ON THE
SECURED PARTY'S SECURITY INTEREST THEREIN.
(L)
THE COMPANY SHALL PROMPTLY EXECUTE AND DELIVER TO THE SECURED
PARTY SUCH FURTHER DEEDS, MORTGAGES, ASSIGNMENTS, SECURITY AGREEMENTS, FINANCING
STATEMENTS OR OTHER INSTRUMENTS, DOCUMENTS, CERTIFICATES AND ASSURANCES AND TAKE
SUCH FURTHER ACTION AS THE SECURED PARTY MAY FROM TIME TO TIME REQUEST AND MAY
IN ITS SOLE DISCRETION DEEM NECESSARY TO PERFECT, PROTECT OR ENFORCE ITS
SECURITY INTEREST IN THE COLLATERAL INCLUDING, WITHOUT LIMITATION, THE EXECUTION
AND DELIVERY OF A SEPARATE SECURITY AGREEMENT WITH RESPECT TO THE COMPANY'S
INTELLECTUAL PROPERTY ("INTELLECTUAL PROPERTY SECURITY AGREEMENT") IN WHICH THE
SECURED PARTY HAS BEEN GRANTED A SECURITY INTEREST HEREUNDER, SUBSTANTIALLY IN