IT WILL NOT MAKE ANY PAYMENT OF PRINCIPAL IN
CONNECTION WITH THE SENIOR INDEBTEDNESS, OR PERMIT ANY OF ITS SUBSIDIARIES TO
MAKE ANY SUCH PAYMENT, EXCEPT IN ACCORDANCE WITH SECTION F HEREOF.
WITH RESPECT
TO INDEBTEDNESS OTHER THAN THE SENIOR INDEBTEDNESS, BORROWER HEREBY AGREES THAT
IT WILL NOT REPAY ANY INDEBTEDNESS, OR PERMIT ANY OF ITS SUBSIDIARIES TO MAKE
ANY SUCH PAYMENT, INCURRED AFTER THE DATE HEREOF.
2.
PERFECTION OF SECURITY INTEREST.
BORROWER AGREES TO TAKE ALL ACTIONS REQUESTED BY LENDER AND REASONABLY NECESSARY
TO PERFECT, TO CONTINUE THE PERFECTION OF, AND TO OTHERWISE GIVE NOTICE OF, THE
LIEN GRANTED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, EXECUTION OF FINANCING
STATEMENTS.
3.
GOOD STANDING.
BORROWER SHALL MAINTAIN
ITS CORPORATE EXISTENCE IN ITS JURISDICTION OF INCORPORATION AND MAINTAIN
QUALIFICATION IN EACH JURISDICTION IN WHICH THE FAILURE TO BE SO QUALIFIED COULD
HAVE A MATERIAL ADVERSE EFFECT UPON THE BORROWER. -
BORROWER SHALL MAINTAIN IN
FORCE ALL LICENSES, APPROVALS AND AGREEMENTS, THE LOSS OF WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT.
4.
GOVERNMENT COMPLIANCE.
BORROWER SHALL
MEET THE MINIMUM FUNDING REQUIREMENTS OF ERISA WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLANS SUBJECT TO ERISA.
BORROWER SHALL COMPLY WITH ALL STATUTES, LAWS,
ORDINANCES AND GOVERNMENT RULES AND REGULATIONS TO WHICH IT IS SUBJECT,
NONCOMPLIANCE WITH WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
5.
FINANCIAL STATEMENTS, REPORTS,
CERTIFICATES.
BORROWER SHALL DELIVER TO LENDER SUCH BUDGETS, PROJECTIONS,
OPERATING PLANS, FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION AS LENDER
MAY REASONABLY REQUEST FROM TIME TO TIME, INCLUDING, BUT NOT LIMITED TO MONTHLY
VARIANCE REPORTS AND MONTHLY CASH FLOW REPORTS.
6.
TAXES.
BORROWER SHALL MAKE DUE AND
TIMELY PAYMENT OR DEPOSIT OF ALL FEDERAL AND STATE TAXES, AND ALL MATERIAL LOCAL
TAXES, ASSESSMENTS, OR CONTRIBUTIONS REQUIRED OF IT BY LAW.
7.
INSURANCE.
(A)
BORROWER, AT ITS EXPENSE, SHALL KEEP THE
COLLATERAL INSURED AGAINST LOSS OR DAMAGE IN SUCH AMOUNTS AS ORDINARILY INSURED
AGAINST BY OTHER OWNERS IN SIMILAR BUSINESSES CONDUCTED IN THE LOCATIONS WHERE
BORROWER'S BUSINESS IS CONDUCTED ON THE DATE HEREOF.
BORROWER SHALL ALSO
MAINTAIN INSURANCE RELATING TO BORROWER'S BUSINESS, OWNERSHIP AND USE OF THE
COLLATERAL IN AMOUNTS AND OF A TYPE THAT ARE CUSTOMARY TO BUSINESSES SIMILAR TO
BORROWER'S.
6
(B)
ALL SUCH POLICIES OF INSURANCE SHALL BE IN
SUCH FORM, WITH SUCH COMPANIES, AND IN SUCH AMOUNTS AS ARE REASONABLY
SATISFACTORY TO LENDER.
SUBJECT TO THE LIEN IN FAVOR OF THE SENIOR
INDEBTEDNESS, ALL SUCH POLICIES OF PROPERTY INSURANCE SHALL CONTAIN A LENDER'S
LOSS PAYABLE ENDORSEMENT, IN A FORM SATISFACTORY TO LENDER, SHOWING LENDER AS AN
ADDITIONAL LOSS PAYEE THEREOF, AND ALL LIABILITY INSURANCE POLICIES SHALL SHOW
LENDER AS AN ADDITIONAL INSURED AND SHALL SPECIFY THAT THE INSURER MUST GIVE AT
LEAST TWENTY (20) DAYS NOTICE TO LENDER BEFORE CANCELING ITS POLICY FOR ANY
REASON.
UPON LENDER'S REQUEST, BORROWER SHALL DELIVER TO LENDER CERTIFIED
COPIES OF SUCH POLICIES OF INSURANCE AND EVIDENCE OF THE PAYMENTS OF ALL
PREMIUMS THEREFOR.
ALL PROCEEDS PAYABLE UNDER ANY SUCH POLICY SHALL, AT THE
OPTION OF LENDER, BE PAYABLE TO LENDER