THE REQUEST OF THE AGENT
AND/OR SECURED PARTIES, THE BORROWER WILL SIGN AND DELIVER TO THE SECURED
PARTIES AT ANY TIME OR FROM TIME TO TIME ONE OR MORE FINANCING STATEMENTS
PURSUANT TO THE UCC IN FORM REASONABLY SATISFACTORY TO THE SECURED PARTIES AND
WILL PAY THE COST OF FILING THE SAME IN ALL PUBLIC OFFICES WHEREVER FILING IS,
OR IS DEEMED BY THE SECURED PARTIES TO BE, NECESSARY TO EFFECT THE RIGHTS AND
OBLIGATIONS PROVIDED FOR HEREIN. WITHOUT LIMITING THE
6
generality of the foregoing, the Borrower shall pay all fees, taxes and other
amounts necessary to maintain the Security Interest hereunder, and the Borrower
shall obtain and furnish to the Secured Parties 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.
(J)
THE BORROWER WILL NOT ALLOW ANY MATERIAL
COLLATERAL TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SECURED PARTIES.
EXCEPT PURSUANT TO SECTION 13
HEREOF AND OTHER THAN PERMITTED TRANSFERS, THE BORROWER WILL NOT TRANSFER,
PLEDGE, HYPOTHECATE, ENCUMBER, LICENSE, SELL OR OTHERWISE DISPOSE OF ANY OF THE
COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTIES.
(K)
THE BORROWER SHALL KEEP AND PRESERVE ITS
EQUIPMENT, INVENTORY AND OTHER TANGIBLE COLLATERAL IN GOOD CONDITION, REPAIR AND
ORDER, AND SHALL NOT KNOWINGLY OPERATE OR LOCATE ANY SUCH COLLATERAL (OR CAUSE
TO BE OPERATED OR LOCATED) IN ANY AREA EXCLUDED FROM INSURANCE COVERAGE, UNLESS,
IN EACH CASE, WHERE THE FAILURE TO COMPLY WITH THE FOREGOING PROVISIONS DOES NOT
RESULT IN AN ADVERSE EFFECT ON THE VALUE OF THE COLLATERAL OR ON THE SECURED
PARTIES' SECURITY INTEREST THEREIN.
(L)
THE BORROWER SHALL, WITHIN TEN (10) DAYS
OF OBTAINING KNOWLEDGE THEREOF, ADVISE THE AGENT, 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 PARTIES' SECURITY INTEREST THEREIN.
(M)
THE BORROWER 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 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 A FORM ACCEPTABLE TO THE SECURED PARTY,
WHICH INTELLECTUAL PROPERTY SECURITY AGREEMENT, OTHER THAN AS STATED THEREIN,
SHALL BE SUBJECT TO ALL OF THE TERMS AND CONDITIONS HEREOF.
(N)
THE BORROWER SHALL PERMIT THE SECURED
PARTIES AND ITS REPRESENTATIVES AND AGENTS UPON PRIOR WRITTEN CONSENT AND AT THE
EXPENSE OF THE SECURED PARTIES TO INSPECT THE COLLATERAL AT ANY TIME DURING
NORMAL BUSINESS HOURS, AND TO MAKE COPIES OF RECORDS PERTAINING TO ANY MATERIAL
ITEM OF COLLATERAL AS MAY