ABILITY OF ANY GRANTOR TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS OR WHICH
COULD RESULT IN AN EVENT OF DEFAULT.
7.
AFFIRMATIVE COVENANTS
Each Grantor covenants and agrees that, until the full and complete payment of
the Obligations, such Grantor shall do all of the following:
7.1
PAYMENT OF OBLIGATIONS.
PAY, DISCHARGE OR OTHERWISE SATISFY AT OR
BEFORE MATURITY OR BEFORE THEY BECOME DELINQUENT, AS THE CASE MAY BE, ALL OF ITS
OBLIGATIONS OF WHATEVER NATURE, EXCEPT WHERE THE AMOUNT OR VALIDITY THEREOF IS
CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED AND WHICH ARE RESERVED AGAINST ON BORROWER'S BOOKS AND EXCEPT FOR
THOSE OBLIGATIONS COMMUNICATED BY BORROWER TO LENDER IN WRITING TO THE EXTENT
BORROWER HAS REACHED AN AGREEMENT WITH THE OBLIGEE OF SUCH OBLIGATIONS TO EXTEND
THE MATURITY DATE THEREOF.
7.2
GOOD STANDING.
MAINTAIN ITS CORPORATE EXISTENCE AND ITS GOOD
STANDING IN THE STATE OF DELAWARE AND MAINTAIN QUALIFICATION IN EACH
JURISDICTION IN WHICH THE FAILURE TO SO QUALIFY COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION, OPERATIONS OR
BUSINESS OF THE GRANTORS, TAKEN AS A WHOLE.
7.3
MAINTENANCE OF AGREEMENTS.
MAINTAIN IN FORCE ALL LICENSES, APPROVALS
AND AGREEMENTS, THE LOSS OF WHICH WOULD REASONABLY BE LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT ON SUCH GRANTOR'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT.
7.4
NOTICE OF DEFAULTS.
AS SOON AS POSSIBLE, AND IN ANY EVENT WITHIN
FIVE DAYS AFTER THE DISCOVERY OF A DEFAULT OR AN EVENT OF DEFAULT PROVIDE LENDER
WITH A CERTIFICATE SIGNED
20
by a Responsible Officer setting forth the facts relating to or giving rise to
such Default or Event of Default and the action which Borrower proposes to take
with respect thereto.
7.5
TAXES.
MAKE DUE AND TIMELY PAYMENT OR DEPOSIT OF ALL FEDERAL, STATE,
AND LOCAL TAXES REQUIRED OF IT BY LAW OR IMPOSED UPON ANY PROPERTIES BELONGING
TO IT, AND EACH GRANTOR WILL MAKE TIMELY PAYMENT OR DEPOSIT OF ALL TAX PAYMENTS
AND WITHHOLDING TAXES REQUIRED OF IT BY APPLICABLE LAWS, INCLUDING THOSE LAWS
CONCERNING F.I.C.A., F.U.T.A., STATE DISABILITY, AND LOCAL, STATE, AND FEDERAL
INCOME TAXES, AND WILL, UPON REQUEST, FURNISH LENDER WITH PROOF REASONABLY
SATISFACTORY TO LENDER INDICATING THAT SUCH GRANTOR HAS MADE SUCH PAYMENTS OR
DEPOSITS; PROVIDED THAT SUCH GRANTOR NEED NOT MAKE ANY PAYMENT IF THE AMOUNT OR
VALIDITY OF SUCH PAYMENT IS CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND IS ADEQUATELY RESERVED AGAINST BY SUCH GRANTOR.
7.6
USE; MAINTENANCE.
AT ITS EXPENSE, MAINTAIN THE COLLATERAL IN GOOD
CONDITION, REASONABLE WEAR AND TEAR EXCEPTED, AND COMPLY IN ALL MATERIAL
RESPECTS WITH ALL LAWS, RULES AND REGULATIONS TO WHICH THE USE AND OPERATION OF
THE COLLATERAL MAY BE OR BECOME SUBJECT. SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, GRANTORS SHALL HAVE THE RIGHT TO QUIETLY POSSESS AND
USE THE COLLATERAL AS PROVIDED HEREIN WITHOUT INTERFERENCE BY LENDER.
7.7
LOSS; DAMAGE; DESTRUCTION AND SEIZURE.
EACH GRANTOR