NOTICE THEREOF GIVEN UNDER, ANY FEDERAL STATUTE OR
REGULATION.
(G)
NOTICES.
GRANTORS WILL ADVISE AGENT PROMPTLY, IN REASONABLE DETAIL,
(I) OF ANY LIEN (OTHER THAN LIENS PERMITTED UNDER THE CREDIT AGREEMENT AND
PERMITTED ENCUMBRANCES) OR CLAIM MADE OR ASSERTED AGAINST ANY 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.
(H)
GOOD STANDING CERTIFICATES.
IF AND WHENEVER REQUESTED BY AGENT,
GRANTORS 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 THIRTY (30) 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 GRANTORS CONTAINED IN THE
CREDIT AGREEMENT, NO GRANTOR SHALL 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.
(J)
TERMINATIONS; AMENDMENTS NOT AUTHORIZED.
GRANTOR ACKNOWLEDGES
THAT IT IS NOT AUTHORIZED TO FILE ANY FINANCING STATEMENT OR AMENDMENT OR
TERMINATION STATEMENT WITH RESPECT TO ANY FINANCING STATEMENT FILED IN FAVOR OF
AGENT WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND AGREES THAT IT WILL NOT DO
SO WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, SUBJECT TO GRANTOR'S RIGHTS UNDER
SECTION 9-509(D)(2) OF THE CODE.
(K)
AUTHORIZED TERMINATIONS.
FOLLOWING THE TERMINATION DATE, AGENT
WILL PROMPTLY DELIVER TO GRANTOR FOR FILING OR AUTHORIZE GRANTOR TO PREPARE AND
FILE TERMINATION STATEMENTS AND RELEASES IN ACCORDANCE WITH SECTION 9-513(C) OF
THE CODE.
(L)
USE OF COLLATERAL.
GRANTORS WILL DO NOTHING TO IMPAIR THE
RIGHTS OF AGENT IN ANY OF THE COLLATERAL.
GRANTOR WILL NOT USE OR PERMIT ANY
COLLATERAL TO BE USED UNLAWFULLY OR IN VIOLATION OF ANY PROVISION OF APPLICABLE
LAW, OR ANY INSURANCE POLICY COVERING ANY OF THE COLLATERAL.
WITHOUT LIMITING
THE FOREGOING, GRANTOR WILL NOT PERMIT THE PRODUCTION OF INVENTORY IN VIOLATION
OF ANY PROVISION OF THE FAIR LABOR STANDARDS ACT AND GRANTOR WILL NOT ADJUST,
SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT OF ANY ACCOUNT, OR RELEASE WHOLLY OR
11
PARTLY ANY ACCOUNT DEBTOR THEREOF OR ALLOW ANY CREDIT OR DISCOUNT THEREON (OTHER
THAN CREDITS AND DISCOUNTS IN THE ORDINARY COURSE OF BUSINESS).
(M)
FEDERAL CLAIMS.
GRANTORS SHALL NOTIFY AGENT PROMPTLY OF ANY
COLLATERAL WHICH CONSTITUTES A CLAIM AGAINST THE UNITED STATES GOVERNMENT OR ANY
INSTRUMENTALITY OR AGENT THEREOF, THE ASSIGNMENT OF WHICH CLAIM IS RESTRICTED BY
FEDERAL LAW.
UPON THE REQUEST OF AGENT, GRANTOR SHALL TAKE SUCH STEPS AS MAY BE
NECESSARY TO COMPLY WITH ANY APPLICABLE FEDERAL ASSIGNMENT OF CLAIMS LAWS OR
OTHER COMPARABLE LAWS.
6.
AGENT'S APPOINTMENT AS
ATTORNEY-IN-FACT.
On the Closing Date each Grantor shall execute and deliver to Agent a