ADVERSE EFFECT.
4.1.3
RECORDS AND REPORTS; NOTIFICATION OF EVENT OF DEFAULT.
THE GRANTOR SHALL
KEEP AND MAINTAIN COMPLETE, ACCURATE AND PROPER BOOKS AND RECORDS WITH RESPECT
TO THE COLLATERAL OWNED BY THE GRANTOR, AND FURNISH TO THE SECURED PARTY SUCH
REPORTS RELATING TO THE COLLATERAL AS THE SECURED PARTY SHALL FROM TIME TO TIME
REASONABLY REQUEST.
THE GRANTOR WILL GIVE PROMPT NOTICE IN WRITING TO THE
SECURED PARTY OF THE OCCURRENCE OF ANY EVENT OF DEFAULT OR EVENT WHICH WITH THE
GIVING OF NOTICE OR PASSAGE OF TIME OR BOTH WOULD CONSTITUTE AN EVENT OF
DEFAULT.
4.1.4
FINANCING STATEMENTS AND OTHER ACTIONS; DEFENSE OF TITLE.
THE GRANTOR
HEREBY AUTHORIZES THE SECURED PARTY TO FILE, AND IF REQUESTED WILL EXECUTE AND
DELIVER TO THE SECURED PARTY, ALL FINANCING STATEMENTS DESCRIBING THE COLLATERAL
OWNED BY THE GRANTOR AND OTHER DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS MAY FROM
TIME TO TIME REASONABLY BE REQUESTED BY THE SECURED PARTY IN ORDER TO MAINTAIN A
FIRST PRIORITY, PERFECTED SECURITY INTEREST IN AND, IF APPLICABLE, CONTROL OF,
THE COLLATERAL OWNED BY THE GRANTOR, SUBJECT TO PERMITTED LIENS.
SUCH FINANCING
STATEMENTS MAY DESCRIBE THE COLLATERAL IN THE SAME MANNER AS DESCRIBED HEREIN OR
MAY CONTAIN AN INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH
PROPERTY IN ANY OTHER MANNER AS THE SECURED PARTY MAY DETERMINE, IN ITS SOLE
DISCRETION, IS NECESSARY, ADVISABLE OR PRUDENT TO ENSURE THAT THE PERFECTION OF
THE SECURITY INTEREST IN THE COLLATERAL GRANTED TO THE SECURED PARTY HEREIN,
INCLUDING, WITHOUT LIMITATION, DESCRIBING SUCH PROPERTY AS "ALL ASSETS" OR "ALL
PERSONAL PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED."
THE GRANTOR WILL
TAKE ANY AND ALL ACTIONS NECESSARY TO DEFEND TITLE TO THE COLLATERAL OWNED BY
THE GRANTOR AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST OF THE
SECURED PARTY IN SUCH COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY LIEN NOT
EXPRESSLY PERMITTED HEREUNDER.
4.1.5
DISPOSITION OF COLLATERAL.
THE GRANTOR WILL NOT SELL, LEASE OR OTHERWISE
DISPOSE OF THE COLLATERAL OWNED BY THE GRANTOR EXCEPT FOR (I) SALES OF INVENTORY
IN THE
10
ORDINARY COURSE OF BUSINESS, (II) THE DISPOSITION OF OBSOLETE, WORN-OUT OR
SURPLUS COLLATERAL IN THE ORDINARY COURSE OF BUSINESS, (III) THE LICENSE IN THE
ORDINARY COURSE OF THE GRANTOR'S BUSINESS OF ITS INTELLECTUAL PROPERTY AND
(IV) THE ABANDONMENT OR DISPOSITION BY THE GRANTOR OF INTELLECTUAL PROPERTY THAT
IS NOT USED OR USEFUL IN THE CONDUCT OF THE GRANTOR'S BUSINESS.
4.1.6
LIENS.
THE GRANTOR WILL NOT, INCUR, OR SUFFER TO EXIST ANY LIEN ON THE
COLLATERAL OWNED BY THE GRANTOR EXCEPT PERMITTED LIENS.
4.1.7
CHANGE IN CORPORATE EXISTENCE, TYPE OR JURISDICTION OF ORGANIZATION,
LOCATION, NAME.
THE GRANTOR WILL:
(I)
PRESERVE ITS EXISTENCE AND CORPORATE
STRUCTURE AS IN EFFECT ON THE DATE HEREOF;
(II)
NOT CHANGE ITS JURISDICTION OF ORGANIZATION;
(III)
NOT MAINTAIN ITS PLACE OF BUSINESS (IF IT HAS
ONLY ONE) OR ITS CHIEF EXECUTIVE OFFICE (IF IT HAS MORE THAN ONE PLACE OF
BUSINESS) AT A LOCATION OTHER THAN A LOCATION SPECIFIED IN EXHIBIT "A"; AND
(IV)
NOT (I)