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 SUCH GRANTOR'S RIGHTS UNDER THE COLLATERAL
AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
(F)
LIMITATIONS ON DISPOSITION. NO GRANTOR WILL 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.
(G)
FURTHER IDENTIFICATION OF COLLATERAL. GRANTORS WILL, IF SO
REQUESTED BY AGENT, FURNISH TO AGENT, AS OFTEN AS AGENT 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 SPECIFY.
(H)
NOTICES. GRANTORS 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.
(I)
GOOD STANDING CERTIFICATES. NOT LESS FREQUENTLY THAN ONCE DURING
EACH CALENDAR QUARTER, EACH GRANTOR SHALL, UNLESS AGENT SHALL OTHERWISE CONSENT,
PROVIDE TO AGENT A CERTIFICATE OF GOOD STANDING FROM ITS STATE OF INCORPORATION
OR ORGANIZATION.
(J)
NO REINCORPORATION. 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.
(K)
TERMINATIONS; AMENDMENTS NOT AUTHORIZED. EACH 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 SUCH GRANTOR'S RIGHTS UNDER
SECTION 9-509(D)(2) OF THE CODE.
14
(L)
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 TO PREPARE AND FILE TERMINATION STATEMENTS, MORTGAGE RELEASES
AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO EVIDENCE THE TERMINATION OF THE
LIENS SECURING PAYMENT OF THE OBLIGATIONS.
(M)
FEDERAL CLAIMS. GRANTOR SHALL NOTIFY AGENT OF ANY COLLATERAL WHICH
CONSTITUTES A CLAIM AGAINST THE UNITED STATES GOVERNMENT OR ANY INSTRUMENTALITY
OR AGENCY THEREOF, THE ASSIGNMENT OF WHICH CLAIM IS RESTRICTED BY FEDERAL LAW.
UPON THE REQUEST OF AGENT, GRANTOR SHALL TAKE SUCH STEPS AS MAY BE