WILL DEFEND AT ITS EXPENSE LENDER'S RIGHT, TITLE AND
SECURITY INTEREST IN AND TO THE COLLATERAL AGAINST THE CLAIMS OF ANY THIRD
PARTY.
(J)
ACCOUNTS.
DEBTOR WILL, EXCEPT AS
OTHERWISE PROVIDED HEREIN, COLLECT, AT DEBTOR'S OWN EXPENSE, ALL AMOUNTS DUE OR
TO BECOME DUE UNDER EACH OF THE ACCOUNTS.
IN CONNECTION WITH SUCH COLLECTIONS,
DEBTOR MAY AND, AT LENDER'S DIRECTION, WILL TAKE SUCH ACTION NOT OTHERWISE
FORBIDDEN HEREIN AS DEBTOR OR LENDER MAY DEEM REASONABLY NECESSARY OR ADVISABLE
TO ENFORCE COLLECTION OR PERFORMANCE OF EACH OF THE ACCOUNTS.
DEBTOR WILL ALSO
DULY PERFORM AND CAUSE TO BE PERFORMED ALL OF ITS MATERIAL OBLIGATIONS WITH
RESPECT TO THE GOODS OR SERVICES, THE SALE OR LEASE OR RENDITION OF WHICH GAVE
RISE OR WILL GIVE RISE TO EACH ACCOUNT.
DEBTOR ALSO COVENANTS AND AGREES TO
TAKE ANY ACTION AND/OR EXECUTE ANY DOCUMENTS THAT LENDER MAY REASONABLY REQUEST
IN ORDER TO COMPLY WITH LAW RELATING TO THE ASSIGNMENT OF THE ACCOUNTS.
(K)
FUNDAMENTAL CHANGE.
DEBTOR WILL NOT
(I) MAKE ANY MATERIAL CHANGE IN THE NATURE OF ITS BUSINESS AS CARRIED ON AS OF
THE DATE HEREOF, (II) LIQUIDATE, MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER
PERSON, OR (III) MAKE A CHANGE IN ORGANIZATIONAL STRUCTURE OR THE JURISDICTION
IN WHICH IT IS ORGANIZED, UNLESS IT HAS PROVIDED LENDER WITH THIRTY (30) DAYS
PRIOR WRITTEN NOTICE.
(L)
LOANS.
DEBTOR WILL NOT MAKE LOANS OR
GUARANTEE ANY OBLIGATION OF ANY OTHER PERSON OR ENTITY OTHER (I) THAN LOANS OR
ADVANCES TO EMPLOYEES OF DEBTOR NOT TO EXCEED FIFTY THOUSAND AND
9
NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE OUTSTANDING AT ANY TIME, INCLUDING
SUCH LOANS AND ADVANCES OUTSTANDING ON THE CLOSING DATE, (II) ACCOUNTS
RECEIVABLE FOR SALES OF INVENTORY AND OTHER PRODUCTS AND SERVICES PROVIDED BY
DEBTOR TO ITS RESPECTIVE CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS OF DEBTOR,
AND (III) BRIDGE LOANS (NOT TO EXCEED A TERM OF ONE (1) YEAR) TO PERSONS WHO ARE
AN ACQUISITION CANDIDATE OF DEBTOR NOT TO EXCEED IN THE AGGREGATE FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($500,000.00).
(M)
TRANSACTIONS WITH AFFILIATES.
DEBTOR WILL NOT
ENTER INTO ANY TRANSACTION, INCLUDING, WITHOUT LIMITATION, THE PURCHASE, SALE OR
EXCHANGE OF PROPERTY OR THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE OF
DEBTOR, EXCEPT IN THE ORDINARY COURSE OF AND PURSUANT TO THE REASONABLE
REQUIREMENTS OF DEBTOR'S BUSINESS (UPON PRIOR WRITTEN NOTICE TO LENDER) AND UPON
FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO DEBTOR THAN WOULD BE OBTAINED IN
A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON OR ENTITY NOT AN AFFILIATE
OF DEBTOR.
(N)
TRANSFER OR ENCUMBRANCE.
DEBTOR WILL NOT
(I) SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE), TRANSFER, EXCHANGE, LEASE
OR OTHERWISE DISPOSE OF ANY OF THE COLLATERAL, OR (II) GRANT A LIEN OR SECURITY
INTEREST IN OR EXECUTE, FILE OR RECORD ANY FINANCING STATEMENT OR OTHER SECURITY
INSTRUMENT WITH RESPECT TO THE COLLATERAL OTHER THAN THE PERMITTED ENCUMBRANCES.
(O)
IMPAIRMENT OF SECURITY INTEREST.
DEBTOR
WILL NOT TAKE ANY ACTION THAT WOULD IN ANY MANNER IMPAIR THE ENFORCEABILITY OF