(L)
SECURITY INTEREST.
DEBTOR HAS AND WILL
HAVE AT ALL TIMES FULL RIGHT, POWER AND AUTHORITY TO GRANT A SECURITY INTEREST
IN THE COLLATERAL TO LENDER IN THE MANNER PROVIDED HEREIN, FREE AND CLEAR OF ANY
LIEN, SECURITY INTEREST OR OTHER CHARGE OR ENCUMBRANCE OTHER THAN FOR THE
PERMITTED ENCUMBRANCES.
THIS AGREEMENT CREATES A LEGAL, VALID AND BINDING FIRST
PRIORITY SECURITY INTEREST (SUBJECT TO PERMITTED ENCUMBRANCES) IN FAVOR OF
LENDER IN THE COLLATERAL SECURING THE INDEBTEDNESS.
(M)
LOCATION.
DEBTOR'S CHIEF EXECUTIVE OFFICE AND
THE OFFICE WHERE THE RECORDS CONCERNING THE COLLATERAL ARE KEPT ARE AT ITS
ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF.
(N)
SOLVENCY.
ON THE CLOSING DATE AND ON THE
DATE OF EACH LOAN, DEBTOR WILL BE AND AFTER GIVING EFFECT TO THE REQUESTED LOAN,
WILL BE, SOLVENT.
7.
COVENANTS.
UNTIL ALL INDEBTEDNESS OF
DEBTOR UNDER THE LOAN DOCUMENTS IS INDEFEASIBLY PAID OR PERFORMED, AND LENDER
HAS NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT FACILITY, DEBTOR AGREES AND
COVENANTS AS FOLLOWS:
(A)
PAYMENT OF OBLIGATIONS.
DEBTOR WILL PAY
ITS OBLIGATIONS, INCLUDING TAX LIABILITIES, THAT, IF NOT PAID, COULD BECOME A
LIEN ON ANY OF ITS PROPERTY, BEFORE THE SAME SHALL BECOME DELINQUENT OR IN
DEFAULT, EXCEPT WHERE (I) THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS, AND (II) DEBTOR HAS SET ASIDE ON ITS
BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP.
(B)
MAINTENANCE AND CONDUCT OF BUSINESS.
DEBTOR
WILL (I) KEEP, MAINTAIN AND PRESERVE ALL PROPERTY (TANGIBLE AND INTANGIBLE)
MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION,
ORDINARY WEAR AND TEAR EXCEPTED, (II) DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL
EXISTENCE AND THE RIGHTS, LICENSES, PERMITS, PRIVILEGES, AGREEMENTS AND
FRANCHISES MATERIAL TO THE CONDUCT OF ITS BUSINESS, AND (III) ENGAGE IN AN
EFFICIENT AND ECONOMICAL MANNER IN A BUSINESS OF THE SAME GENERAL TYPE AND
WITHIN DEBTOR'S POWERS UNDER CONSTITUENT DOCUMENTS.
(C)
BOOKS AND RECORDS; INSPECTION RIGHTS.
DEBTOR WILL KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND
CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS
BUSINESS AND ACTIVITIES.
DEBTOR WILL PERMIT ANY REPRESENTATIVES DESIGNATED BY
LENDER, UPON REASONABLE PRIOR NOTICE, TO VISIT AND INSPECT ITS PROPERTIES, TO
EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, AND TO DISCUSS ITS
AFFAIRS, FINANCES AND CONDITION WITH ITS OFFICERS AND INDEPENDENT ACCOUNTANTS,
ALL AT SUCH REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED.
(D)
INSURANCE.
DEBTOR WILL MAINTAIN INSURANCE,
INCLUDING BUT NOT LIMITED TO, FIRE INSURANCE, COMPREHENSIVE PROPERTY DAMAGE,
PUBLIC LIABILITY, WORKER'S COMPENSATION, BUSINESS INTERRUPTION AND OTHER
INSURANCE DEEMED REASONABLY NECESSARY.
DEBTOR WILL, AT ITS OWN EXPENSE,
MAINTAIN INSURANCE WITH RESPECT TO ALL COLLATERAL IN SUCH AMOUNTS, AGAINST SUCH
RISKS, IN SUCH FORM AND WITH SUCH INSURERS, AS SHALL BE SATISFACTORY TO LENDER
FROM TIME TO TIME.
EACH POLICY OF INSURANCE MAINTAINED BY DEBTOR SHALL (I) NAME
DEBTOR AND LENDER AS