GRANTOR'S ACQUISITION AFTER THE DATE OF THIS AGREEMENT OF
ANY MATERIAL INTELLECTUAL PROPERTY AND (II) SUCH GRANTOR'S OBTAINING KNOWLEDGE,
THAT ANY APPLICATION OR REGISTRATION RELATING TO ANY MATERIAL INTELLECTUAL
PROPERTY OWNED BY OR LICENSED TO SUCH GRANTOR IS REASONABLY LIKELY TO BECOME
ABANDONED OR DEDICATED, OR OF ANY MATERIAL ADVERSE DETERMINATION OR DEVELOPMENT
(INCLUDING, WITHOUT LIMITATION, THE INSTITUTION OF, OR ANY SUCH DETERMINATION OR
DEVELOPMENT IN, ANY PROCEEDING IN THE UNITED STATES COPYRIGHT OFFICE, THE UNITED
STATES PATENT AND TRADEMARK OFFICE OR ANY COURT) REGARDING SUCH GRANTOR'S
OWNERSHIP OF ANY MATERIAL INTELLECTUAL PROPERTY, ITS RIGHT TO REGISTER THE SAME,
OR TO KEEP AND MAINTAIN THE SAME.
(E)
DEPOSIT ACCOUNTS, CHATTEL PAPER, INVESTMENT
PROPERTY AND LETTERS OF CREDIT.
(I)
NO GRANTOR SHALL OPEN OR MAINTAIN ANY
DEPOSIT ACCOUNTS OTHER THAN THOSE LISTED ON THE PERFECTION CERTIFICATE ATTACHED
HERETO AS SCHEDULE III AND SUCH OTHER DEPOSIT ACCOUNTS AS SUCH GRANTOR SHALL
OPEN AND MAINTAIN PRIOR NOTICE TO AND IF REQUIRED UNDER THE CREDIT AGREEMENT,
SUBJECT TO CONTROL AGREEMENTS, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT.
(II)
NO GRANTOR SHALL BECOME THE BENEFICIARY OF
ANY LETTERS OF CREDIT, UNLESS THE ISSUER OF THE LETTER OF CREDIT HAS CONSENTED
TO THE ASSIGNMENT OF THE PROCEEDS OF SUCH LETTER OF CREDIT TO THE ADMINISTRATIVE
AGENT WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, SUCH ASSIGNMENT TO BE IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(III)
EACH GRANTOR, AT ANY TIME AND FROM TIME TO
TIME, WILL (A) TAKE SUCH
12
STEPS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST FROM TIME TO TIME FOR
THE ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" OF ANY INVESTMENT PROPERTY OR
ELECTRONIC CHATTEL PAPER, WITH ANY AGREEMENTS ESTABLISHING CONTROL TO BE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND
(B) OTHERWISE TO INSURE THE CONTINUED PERFECTION AND PRIORITY OF THE
ADMINISTRATIVE AGENT'S SECURITY INTEREST IN ANY OF THE COLLATERAL AND OF THE
PRESERVATION OF ITS RIGHTS THEREIN.
(F)
COMMERCIAL TORT CLAIMS.
IF ANY GRANTOR
SHALL AT ANY TIME ACQUIRE A "COMMERCIAL TORT CLAIM" (AS SUCH TERM IS DEFINED IN
THE UCC) WITH A CLAIM FOR DAMAGES THAT COULD REASONABLY BE EXPECTED TO BE IN
EXCESS OF $100,000, SUCH GRANTOR SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT
THEREOF IN A WRITING, PROVIDING A REASONABLE DESCRIPTION AND SUMMARY THEREOF,
AND SHALL EXECUTE A SUPPLEMENT TO THIS AGREEMENT GRANTING A SECURITY INTEREST IN
SUCH COMMERCIAL TORT CLAIM TO THE ADMINISTRATIVE AGENT.
SECTION 5.
Reporting and Recordkeeping.
Each Grantor covenants and agrees with
the Administrative Agent that from and after the date of this Agreement and
until the Secured Obligations have been indefeasibly paid in full in cash:
(a)
Maintenance of Records Generally.
Each
Grantor will keep and maintain at its own cost and expense records of its
Collateral, complete in all material respects, including, without limitation, a
record of all payments received and all credits granted with respect to the
Collateral and all other dealings with its Collateral.
Each Grantor will mark
its books and records pertaining