THE COLLATERAL OR (D) THE LOCATION OF ANY OF THE
BOOKS OR RECORDS RELATED TO THE COLLATERAL, IN EACH INSTANCE WITHOUT GIVING
THIRTY (30) DAYS PRIOR WRITTEN NOTICE THEREOF TO LENDER AND TAKING ALL ACTIONS
DEEMED NECESSARY OR APPROPRIATE BY LENDER TO CONTINUOUSLY PROTECT AND PERFECT
LENDER'S LIENS UPON THE COLLATERAL.
2.09
INSPECTION OF COLLATERAL.
BORROWER SHALL PERMIT THE REPRESENTATIVES
OF LENDER AND EX-IM BANK TO MAKE AT ANY TIME DURING NORMAL BUSINESS HOURS
INSPECTIONS OF THE COLLATERAL AND OF BORROWER'S FACILITIES, ACTIVITIES, AND
BOOKS AND RECORDS, AND SHALL CAUSE ITS OFFICERS AND EMPLOYEES TO GIVE FULL
COOPERATION AND ASSISTANCE IN CONNECTION THEREWITH.
2.10
GENERAL INTANGIBLES.
BORROWER REPRESENTS AND WARRANTS THAT IT OWNS,
OR IS LICENSED TO USE, ALL GENERAL INTANGIBLES NECESSARY TO CONDUCT ITS BUSINESS
AS CURRENTLY CONDUCTED EXCEPT WHERE THE FAILURE OF BORROWER TO OWN OR LICENSE
SUCH GENERAL INTANGIBLES COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
2.11
NOTICE OF CERTAIN EVENTS.
BORROWER SHALL PROMPTLY, BUT IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS, NOTIFY LENDER IN WRITING OF THE OCCURRENCE OF ANY
OF THE FOLLOWING:
(A)
BORROWER OR ANY GUARANTOR (I) APPLIES FOR, CONSENTS TO OR SUFFERS
THE APPOINTMENT OF, OR THE TAKING OF POSSESSION BY, A RECEIVER, CUSTODIAN,
TRUSTEE, LIQUIDATOR OR SIMILAR FIDUCIARY OF
13
ITSELF OR OF ALL OR A SUBSTANTIAL PART OF ITS PROPERTY OR CALLS A MEETING OF ITS
CREDITORS, (II) ADMITS IN WRITING ITS INABILITY, OR IS GENERALLY UNABLE, TO PAY
ITS DEBTS AS THEY BECOME DUE OR CEASES OPERATIONS OF ITS PRESENT BUSINESS, (III)
MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (IV) COMMENCES A
VOLUNTARY CASE UNDER ANY STATE OR FEDERAL BANKRUPTCY LAWS (AS NOW OR HEREAFTER
IN EFFECT), (V) IS ADJUDICATED AS BANKRUPT OR INSOLVENT, (VI) FILES A PETITION
SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW PROVIDING FOR THE RELIEF OF DEBTORS,
(VII) ACQUIESCES TO, OR FAILS TO HAVE DISMISSED WITHIN THIRTY (30) DAYS, ANY
PETITION FILED AGAINST IT IN ANY INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS, OR
(VII) TAKES ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF THE FOREGOING;
(B)
ANY LIEN IN ANY OF THE COLLATERAL, GRANTED OR INTENDED BY THE LOAN
DOCUMENTS TO BE GRANTED TO LENDER, CEASES TO BE A VALID, ENFORCEABLE, PERFECTED,
FIRST PRIORITY LIEN (OR A LESSER PRIORITY IF EXPRESSLY PERMITTED PURSUANT TO
SECTION 6 OF THE LOAN AUTHORIZATION AGREEMENT) SUBJECT ONLY TO PERMITTED LIENS;
(C)
THE ISSUANCE OF ANY LEVY, ASSESSMENT, ATTACHMENT, SEIZURE OR LIEN,
OTHER THAN A PERMITTED LIEN, AGAINST ANY OF THE COLLATERAL WHICH IS NOT STAYED
OR LIFTED WITHIN THIRTY (30) CALENDAR DAYS;
(D)
ANY PROCEEDING IS COMMENCED BY OR AGAINST BORROWER OR ANY
GUARANTOR FOR THE LIQUIDATION OF ITS ASSETS OR DISSOLUTION;
(E)
ANY LITIGATION IS FILED AGAINST BORROWER OR ANY GUARANTOR WHICH
HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND
SUCH LITIGATION IS NOT WITHDRAWN OR DISMISSED WITHIN THIRTY (30) CALENDAR DAYS
OF THE FILING THEREOF;
(F)
ANY DEFAULT OR EVENT OF DEFAULT