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.
(F)
LIMITATION ON LIENS ON COLLATERAL.
GRANTOR WILL NOT CREATE, PERMIT OR SUFFER TO EXIST, AND GRANTOR WILL DEFEND THE
COLLATERAL AGAINST, AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE, ANY
LIEN ON 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 OTHER
THAN HOLDERS OF PERMITTED ENCUMBRANCES.
(G)
LIMITATIONS ON DISPOSITION.
GRANTOR WILL
NOT SELL, LICENSE, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY OF THE
COLLATERAL, OR ATTEMPT OR CONTRACT TO DO SO EXCEPT AS PERMITTED BY THE CREDIT
AGREEMENT.
(H)
FURTHER IDENTIFICATION OF COLLATERAL.
GRANTOR WILL, IF SO REQUESTED BY AGENT, FURNISH TO AGENT, AS OFTEN AS AGENT
REASONABLY REQUESTS, 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 SUCH DETAIL AS AGENT MAY REASONABLY SPECIFY.
(I)
NOTICES.
GRANTOR WILL ADVISE AGENT
PROMPTLY, IN REASONABLE DETAIL, (I) OF ANY LIEN (OTHER THAN PERMITTED
ENCUMBRANCES) OR CLAIM MADE OR ASSERTED AGAINST ANY OF THE COLLATERAL, AND (II)
OF THE OCCURRENCE OF ANY OTHER EVENT WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT
ON THE AGGREGATE VALUE OF THE COLLATERAL OR ON THE LIENS CREATED HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT.
(J)
GOOD STANDING CERTIFICATES.
NOT LESS
FREQUENTLY THAN ONCE DURING EACH CALENDAR QUARTER, GRANTOR SHALL, UNLESS AGENT
SHALL OTHERWISE CONSENT, PROVIDE TO AGENT A CERTIFICATE OF GOOD STANDING FROM
ITS STATE OF INCORPORATION OR ORGANIZATION.
(K)
NO REINCORPORATION.
EXCEPT FOR THE
REORGANIZATION EXPRESSLY DESCRIBED IN AND PERMITTED UNDER THE CREDIT AGREEMENT
IN CONNECTION WITH THE PERMITTED RESTRUCTURING, GRANTOR SHALL NOT REINCORPORATE
OR REORGANIZE ITSELF UNDER THE LAWS OF ANY JURISDICTION
15
OTHER THAN THE JURISDICTION IN WHICH IT IS INCORPORATED OR ORGANIZED AS OF THE
DATE HEREOF WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT.
(L)
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 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.
(M)
AUTHORIZED TERMINATIONS.
UPON PAYMENT IN FULL
IN CASH AND PERFORMANCE OF ALL OF THE OBLIGATIONS (OTHER THAN INDEMNIFICATION
OBLIGATIONS), TERMINATION OF THE COMMITMENTS AND A RELEASE OF ALL CLAIMS AGAINST
AGENT AND LENDERS, AND SO LONG AS NO SUITS, ACTIONS, PROCEEDINGS OR CLAIMS ARE
PENDING OR THREATENED AGAINST ANY INDEMNIFIED PERSON ASSERTING ANY DAMAGES,
LOSSES OR LIABILITIES THAT ARE INDEMNIFIED LIABILITIES UNDER SECTION 9.2 OF THE
CREDIT AGREEMENT, AGENT SHALL, AT GRANTOR'S EXPENSE, PROMPTLY DELIVER TO GRANTOR
OR AUTHORIZE GRANTOR